SBA COMMUNICATIONS CORP, 424B5, 2000-07-31

SBA COMMUNICATIONS CORP
424B5, 2000-07-31
CONSTRUCTION - SPECIAL TRADE CONTRACTORS

Previous: LHS GROUP INC, 15-12G, 2000-07-31

Next: PFL LIFE VARIABLE ANNUITY ACCOUNT E, N-4/A, 2000-07-31

<PAGE>

Filed pursuant to Rule 424(b)(5)
Registration No. 333-41308

Prospectus Supplement
(To Prospectus dated July 24, 2000)

5,000,000 Shares

[SBA LOGO]

SBA Communications Corporation

Class A Common Stock

--------------------------------------------------------------------------------

We are offering 5,000,000 shares of our Class A common stock. Our Class A
common stock is quoted on the Nasdaq National Market System under the symbol
"SBAC". On July 27, 2000, the last reported sale price on the Nasdaq National
Market was $45.75 per share.

Investing in the shares involves risks. "Risk Factors" begins on page 3 of the
accompanying prospectus.

<TABLE>
<CAPTION>
Per
Share Total
------ ------------
<S> <C> <C>
Public offering price...................................... $43.00 $215,000,000
Underwriting discount...................................... $ 1.93 $ 9,650,000
Proceeds to SBA, before expenses........................... $41.07 $205,350,000
</TABLE>

We have granted the underwriters a 30-day option to purchase up to 750,000
additional shares of Class A common stock on the same terms and conditions as
set forth above solely to cover over-allotments, if any.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

Lehman Brothers and Deutsche Banc Alex. Brown expect to deliver the shares
to purchasers on or about August 2, 2000.

--------------------------------------------------------------------------------

Joint Book-Running Managers

Lehman Brothers Deutsche Banc Alex. Brown

----------------

Credit Suisse First Boston
Raymond James & Associates, Inc.
Salomon Smith Barney
Fidelity Capital Markets
a division of National Financial
Services Corporation

July 27, 2000
<PAGE>

TABLE OF CONTENTS

Prospectus Supplement

<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Supplement Summary.............................................. S-1
Summary Historical Financial Data.......................................... S-5
Price Range of Class A Common Stock........................................ S-7
Dividend Policy............................................................ S-7
Capitalization............................................................. S-8
United States Federal Income Tax Considerations to Non-U.S. Holders........ S-9
Underwriting............................................................... S-12
Legal Matters.............................................................. S-14
</TABLE>

Prospectus

<TABLE>
<S> <C>
Where You Can Find More Information......................................... i
Information Incorporated by Reference....................................... i
Disclosure Regarding Forward-Looking Statements............................. ii
About this Prospectus....................................................... 1
SBA Communications Corporation.............................................. 1
Principal Executive Offices................................................. 2
Recent Developments......................................................... 2
Risk Factors................................................................ 3
Ratio of Earnings to Fixed Charges.......................................... 10
Use of Proceeds............................................................. 10
The Securities.............................................................. 11
Description of Capital Stock................................................ 11
Description of Debt Securities.............................................. 14
Description of Depositary Shares............................................ 20
Description of Warrants..................................................... 23
Selling Shareholders........................................................ 24
Plan of Distribution........................................................ 25
Legal Matters............................................................... 27
Experts..................................................................... 27
</TABLE>

No dealer, sales person or other person is authorized to give any
information or to represent anything not contained in this prospectus
supplement or the accompanying prospectus. You must not rely on any
unauthorized information or representations. This prospectus supplement and the
accompanying prospectus are an offer to sell only the securities specifically
offered by it, but only under circumstances and in jurisdictions where it is
lawful to do so. The information contained in each of this prospectus
supplement and the accompanying prospectus is current only as of its date.
<PAGE>

PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights selected information about us. It is not complete
and may not contain all of the information that you should consider before
investing in our Class A common stock. Unless otherwise indicated, all
information in this prospectus supplement assumes that the underwriters will
not exercise their over-allotment option.

SBA Communications

We are a leading independent owner and operator of wireless communications
infrastructure in the United States. We generate revenues from our two primary
businesses-site leasing and site development services. Since our founding in
1989, we have participated in the development of more than 14,000 antenna sites
in 49 of the 51 major wireless markets in the United States. In 1997, we began
aggressively expanding our site leasing business by capitalizing on our
nationally recognized site development experience and strong relationships with
wireless service providers to take advantage of the trend toward colocation and
independent tower ownership. As of June 30, 2000, we owned or controlled 1,660
towers and had letters of intent or definitive agreements to acquire 147
towers. We also had non-binding mandates to build over 600 additional towers
for anchor tenants and had over 900 strategic sites in various phases of
development. In 1998 and 1999 we built, for our own account, 310 and 438
towers. For the six months ended June 30, 2000, we built, for our own account,
329 towers. We believe our history and experience in providing site development
services gives us a competitive advantage in choosing the most attractive
locations in which to build new towers or buy existing towers, as measured by
our success in increasing tower revenues and cash flows. Our same tower revenue
growth for the six months ended June 30, 2000 on the 770 towers we owned as of
June 30, 1999 was 35% based on tenant leases executed as of June 30, 2000. We
executed 216 new tenant leases in the quarter ended June 30, 2000 on the 1,351
towers we owned at the beginning of the quarter, at an average initial monthly
rent of $1,528.

Our primary focus is the leasing of antenna space on our multi-tenant towers
to a variety of wireless service providers under long-term lease contracts. We
lease antenna space on: (1) the towers we construct through build-to-suit
programs; (2) existing sites we acquire; (3) the towers we develop
strategically; and (4) sites we lease, sublease and/or manage for third
parties. Under a build-to-suit program, we build a tower for a wireless service
provider. We retain ownership of the tower and the exclusive right to colocate
additional tenants on the tower. Many wireless service providers are choosing
the build-to-suit option as an alternative to tower ownership, and we believe
that this outsourcing trend is likely to continue. Our non-binding mandates
come from a variety of wireless carriers, including Alamosa PCS, AT&T Wireless,
BellSouth Mobility DCS, Georgia PCS, Horizon PCS, Southwestern Bell, Sprint
PCS, Telecorp PCS and VoiceStream. We have also grown through selective
acquisitions of towers primarily from smaller independent owners. We also
develop towers strategically, for our own account, by identifying an attractive
location and completing all pre-construction procedures, such as zoning,
necessary to secure the site. We then market the tower site to potential
customers.

Our site development business consists of site development consulting and
site development construction. In our site development business, we provide a
full range of end-to-end services which typically occur in five phases: (1)
network pre-design; (2) communication site selection; (3) communication site
acquisition; (4) local zoning and permitting; and (5) site construction, switch
construction and antenna installation. We will continue to use our site
development expertise to complement our site leasing business and secure
additional new tower build-to-suit opportunities. We have capitalized on our
leadership position in the site development business, our existing national
field organization and our strong relationships with wireless service providers
to develop our build-to-suit and strategic siting programs.

S-1
<PAGE>

We have a diverse range of customers, including cellular, PCS, wireless data
and Internet services, paging, SMR, and ESMR providers as well as other users
of wireless transmission and reception equipment. Our customers currently
comprise many of the major wireless communications companies, including AT&T
Wireless, BellSouth, Georgia PCS, Horizon PCS, LEAP Wireless, Metricom, Nextel,
Omnipoint, Southwestern Bell, Sprint PCS, Telecorp PCS, Teligent, Verizon and
VoiceStream.

While we believe that our site development business will continue to grow
with the expected overall growth of wireless and other telecommunications
networks, we believe our revenues and gross profit from the consulting segment
of that business may continue to decline as carriers find new ways to obtain
network development through outsourced tower ownership. We also believe that
our site leasing revenues will continue to increase due to the same outsourcing
trend and as the number of towers we own or control grows.

Industry Overview

We believe that the rapid growth in demand for wireless services will
continue to increase the need for communication sites (which include towers,
rooftops and other structures on which antennas are placed). The growth in
demand for wireless services and communication sites is the result of several
factors, including:

. the emergence of new wireless technologies, such as wireless data and
Internet services;

. business and consumer preferences for higher quality voice and data
transmission and the popularity of the "one-rate" plans;

. the continuing build-out of higher frequency technologies, such as PCS,
which have a reduced cell range and thus require a more dense network of
towers;

. the need to expand services and fill-in and upgrade existing networks;

. increasing mobility of the U.S. population and the growing awareness of
the benefits of mobile communications;

. favorable changes in telecommunications regulations; and

. the issuance of new wireless network licenses requiring the construction
of new wireless networks.

In addition, our site leasing business benefits from the industry's
diversified recurring revenue and effective operating leverage as a result of
several factors, including:

. the long-term nature of lease contract revenues;

. low customer churn rates due to the high direct and indirect costs of
relocation;

. low variable operating costs, which cause increases in revenues to
generate disproportionately larger increases in tower cash flow;

. low on-going maintenance capital expenditure requirements;

. a customer base diversified across geographic markets, industry segments
(PCS, wireless data and Internet, cellular, paging, ESMR and SMR) and
individual customers within these segments; and

. the limited number of available tower sites serving a given area and
consequent barriers to entry, principally as a result of local opposition
to the proliferation of towers within the area.

We believe that wireless service providers face greater competition today
and are now focusing their capital and operations primarily on activities that
build subscriber growth, such as marketing and distribution. Therefore, they
will increasingly seek to outsource communication site ownership, construction,
management and maintenance.

S-2
<PAGE>

Business Strategy

Our strategy is to lease antenna space to multiple tenants on towers that we
construct or acquire. We plan to enhance our position as a leading owner and
operator of communication sites and provider of site development services. Key
elements of our strategy include:

. Maximizing use of tower capacity

. Developing new towers that we will own and operate

. Acquiring existing towers

. Building on strong relationships with major wireless service providers

. Maintaining our expertise in site development services

. Capitalizing on management experience

Recent Events

On April 26, 2000, we entered into a build-to-suit agreement with Telecorp
PCS, Inc., AT&T Wireless' largest affiliate. Under the build-to-suit agreement,
we will construct up to 200 tower facilities covering a number of strategic
markets over the next two years. Telecorp PCS will enter into long term leases
to place its wireless equipment at each site.

Principal Executive Offices

Our principal executive offices are located at One Town Center Road, Third
Floor, Boca Raton, Florida 33486, and our telephone number is (561) 995-7670.
We were founded in 1989 and incorporated in Florida in 1997.

S-3
<PAGE>

The Offering

Class A common stock offered by SBA.. 5,000,000 shares

Class A common stock offered by SBA
in the over-allotment option........ 750,000 shares

Common stock to be outstanding
after the offering.................. 39,192,639 shares of Class A common
stock (a)

5,465,595 shares of Class B common
stock

44,658,234 shares of common stock (a)

Voting rights....................... The Class A common stock and the Class
B common stock generally vote as a
single class. The Class A common stock
has one vote per share and the Class B
common stock has ten votes per share.
Florida corporate law and our articles
of incorporation require separate class
votes on some matters. Mr. Bernstein
controls approximately 62% of the total
voting power of both classes of common
stock. We use the term "common stock"
to mean both the Class A and Class B
common stock.

Other rights........................ Each class of common stock has the same
rights to dividends and upon
liquidation. The Class B common stock
is convertible into Class A common
stock on a share-for-share basis. The
Class B common stock automatically
converts into Class A common stock upon
the transfer of the shares to anyone
other than certain categories of
persons specified in our articles of
incorporation.

Nasdaq National Market symbol....... SBAC

Use of proceeds..................... We estimate that our net proceeds from
the offering will be approximately
$204.4 million. We expect to use these
proceeds to finance the construction
and acquisition of towers and related
businesses, to repay a portion of
outstanding debt and for general
working capital purposes.
--------
(a) Does not include (1) 2,909,731 shares of Class A common stock issuable upon
exercise of outstanding stock options, (2) 577,467 shares of Class A common
stock issuable under our registration statement on Form S-4 that we filed
with the Commission on January 11, 2000, (3) 2,351,686 shares that are
reserved for issuance upon exercise of options that may be granted in the
future under our 1999 Equity Participation Plan, (4) 451,505 shares that
are reserved for issuance under our 1999 Employee Stock Purchase Plan or
(5) the 400,000 shares that are issuable to the former shareholders of Com-
Net Construction Services, Inc. if fiscal 2000 EBITDA targets established
in connection with the acquisition of that company are met.

S-4
<PAGE>

SUMMARY HISTORICAL FINANCIAL DATA

The following table sets forth summary historical financial data as of and
for the years ended December 31, 1998 and 1999 and as of March 31, 2000, and
for the three months ended March 31, 1999 and 2000. The financial data for each
of the full fiscal years have been derived from, and are qualified by reference
to, our audited financial statements, which Arthur Andersen LLP, our
independent certified public accountants, have audited. The financial data as
of March 31, 2000 and for the three months ended March 31, 1999 and 2000 have
been derived from our unaudited consolidated financial statements. You should
read the information set forth below in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the Consolidated Financial Statements and their related notes incorporated by
reference in the accompanying prospectus.

<TABLE>
<CAPTION>
Three Months
Year Ended December 31, Ended March 31,
------------------------ ----------------
1998 1999 1999 2000
----------- ----------- ------- -------
(in thousands except per share data)
(unaudited)
<S> <C> <C> <C> <C>
Operating Data:
Revenues:
Site development revenue........ $ 46,705 $ 60,570 $ 8,575 $20,342
Site leasing revenue............ 12,396 26,423 5,142 10,087
----------- ----------- ------- -------
Total revenues.................... 59,101 86,993 13,716 30,429
----------- ----------- ------- -------
Cost of revenues (exclusive of
depreciation shown below):
Cost of site development
revenue........................ 36,500 46,279 6,623 15,712
Cost of site leasing revenue.... 7,281 12,134 2,378 3,866
----------- ----------- ------- -------
Total cost of revenues............ 43,781 58,413 9,001 19,578
----------- ----------- ------- -------
Gross profit...................... 15,320 28,580 4,716 10,851
Selling, general and
administrative (a) (b)........... 18,302 19,309 4,078 5,975
Depreciation and amortization..... 5,802 16,557 3,131 6,830
----------- ----------- ------- -------
Operating income (loss)........... (8,784) (7,286) (2,493) (1,954)
Interest income................... 4,303 881 507 1,528
Interest expense.................. (1,197) (5,244) (815) (2,907)
Non cash amortization of original
issue discount and debt issuance
costs............................ (15,710) (22,063) (5,200) (6,217)
Other............................. (37) 48 9 52
----------- ----------- ------- -------
Income (loss) before income taxes
and extraordinary item........... (21,425) (33,664) (7,993) (9,499)
(Provision) benefit for income
taxes ........................... 1,524 223 786 (224)
----------- ----------- ------- -------
Net income (loss) before
extraordinary item............... (19,901) (33,442) (7,207) (9,723)
Extraordinary item................ -- (1,150) (1,150) --
----------- ----------- ------- -------
Net income (loss)................. (19,901) (34,591) (8,357) (9,723)
Dividends on preferred stock...... (2,575) 733 (713) --
----------- ----------- ------- -------
Net loss available to common
shareholders..................... $ (22,476) $ (33,858) $(9,070) $(9,723)
=========== =========== ======= =======
Basic and diluted loss per common
share before extraordinary item.. $ (2.64) $ (1.71) $ (0.88) $ (0.27)
Extraordinary item................ -- (0.06) (0.13) --
----------- ----------- ------- -------
Basic and diluted loss per common
share............................ $ (2.64) $ (1.77) $ (1.01) $ (0.27)
=========== =========== ======= =======
Basic and diluted weighted average
number of shares of common
stock............................ 8,526 19,156 8,956 35,382
=========== =========== ======= =======
</TABLE>

S-5
<PAGE>

<TABLE>
<CAPTION>
Three Months Ended
Year Ended December 31, March 31,
------------------------ --------------------
1998 1999 1999 2000
----------- ----------- ----------- --------
(dollars in thousands except per share data)
(unaudited)
<S> <C> <C> <C> <C>
Other Data:
Adjusted EBITDA (c)........... $ (2,377) $ 9,582 $ 663 $ 5,079
Annualized tower cash flow
(d).......................... 8,088 18,692 11,056 24,887
Net cash provided by (used in)
operating activities......... 7,471 23,134 (4,459) (2,774)
Net cash used in investing
activities................... (138,124) (208,870) (36,870) (60,591)
Net cash provided by financing
activities................... 151,286 162,124 16,863 171,931
Towers owned at the beginning
of period.................... 51 494 494 1,163
Towers constructed............ 310 438 54 112
Towers acquired............... 133 231 38 76
Total towers at the end of
period....................... 494 1,163 586 1,351
<CAPTION>
As of December 31, As of
------------------------ March 31,
1998 1999 2000
----------- ----------- -----------
(unaudited)
Balance Sheet Data (at end of
period)
(dollars in thousands):
<S> <C> <C> <C>
Property, plant and equipment
(net)........................ $ 150,946 $ 338,892 $397,249
Total assets.................. 214,573 429,823 602,504
Total debt.................... 182,573 320,767 266,730
Redeemable preferred stock.... 33,558 -- --
Common stockholders' equity
(deficit).................... (26,095) 48,582 274,716
</TABLE>
--------
(a) For the year ended December 31, 1998, selling, general and administrative
expenses include non-cash compensation expense of $0.6 million incurred in
connection with the issuance of stock options and Class A common stock. For
the year ended December 31, 1999, selling, general and administrative
expenses include non-cash compensation expense of $0.3 million incurred in
connection with stock option activity. For the three months ended March 31,
1999 and 2000, non-cash compensation expense was approximately $25,000 and
$0.2 million, respectively.
(b) Selling, general and administrative expenses include corporate development
expenses associated with our site leasing business that were incurred in
connection with the acquisition or construction of owned towers. These
expenses consist of compensation and overhead costs that are not directly
related to the administration or management of existing towers. All of
these costs are expensed as incurred.
(c) EBITDA represents earnings before interest income, interest expense, other
income, income taxes, depreciation and amortization. EBITDA is commonly
used in the telecommunications industry to analyze companies on the basis
of operating performance, leverage and liquidity. Adjusted EBITDA excludes
the effect of the non-cash compensation expense referred to in footnote (a)
above. Adjusted EBITDA is not intended to represent cash flows for the
periods presented, nor has it been presented as an alternative to operating
income or as an indicator of operating performance and should not be
considered in isolation or as a substitute for measures of performance
prepared in accordance with generally accepted accounting principles.
Companies calculate Adjusted EBITDA differently and, therefore, Adjusted
EBITDA as presented for us may not be comparable to Adjusted EBITDA
reported by other companies. See our Consolidated Statements of Cash Flows
in our Consolidated Financial Statements incorporated by reference in the
accompanying prospectus.
(d) We define "tower cash flow" as site leasing revenue less cost of site
leasing revenue (exclusive of depreciation). Tower cash flow includes
deferred revenue attributable to certain leases. We believe tower cash flow
is useful because it allows you to compare tower performance before the
effect of expenses (selling, general and administrative) that do not relate
directly to tower performance. We define "annualized tower cash flow" as
tower cash flow for the last calendar quarter attributable to our site
leasing business multiplied by four. Pro forma annualized tower cash flow
also includes the effect of fourth quarter acquisitions as if each had
occurred at the beginning of the period presented.

S-6
<PAGE>

PRICE RANGE OF CLASS A COMMON STOCK

Our Class A common stock is quoted on the Nasdaq National Market ("NASDAQ")
under the symbol "SBAC". The table below shows the high and low sale prices of
the Class A common stock as reported on NASDAQ for the periods indicated:

<TABLE>
<CAPTION>
High Low
------ ------
<S> <C> <C>
1999
Second Quarter*................................................. $ 9.69 $ 7.75
Third Quarter................................................... 15.38 9.06
Fourth Quarter.................................................. 18.75 9.44
2000
First Quarter................................................... $54.75 $16.50
Second Quarter.................................................. 57.00 31.50
Third Quarter**................................................. 55.88 45.75
</TABLE>
--------
* Covers the period from June 16, 1999 through June 30, 1999.
** Covers the period from July 1, 2000 through July 27, 2000.

On July 27, 2000, the last reported sale price of our Class A common stock
on NASDAQ was $45.75 per share. As of June 30, 2000, there were 187 holders of
record of our Class A common stock.

DIVIDEND POLICY

We have never paid dividends on the common stock, and we do not anticipate
paying dividends in the foreseeable future. Any determination to pay cash
dividends in the future will be at the discretion of our Board of Directors and
will depend upon our results of operations, financial condition, contractual
restrictions and other factors deemed relevant at that time by the Board of
Directors.

Our ability to pay dividends on the common stock is dependent upon the
ability of our subsidiaries to pay dividends, or otherwise loan, advance or
transfer funds, to us. The terms of our indebtedness impose limitations on our
ability to pay dividends or make other distributions on our capital stock.

S-7
<PAGE>

CAPITALIZATION

The following table sets forth our consolidated capitalization as of March
31, 2000 on an historical basis and as adjusted for this offering and the
application of the net proceeds. You should read this table in conjunction with
"Summary Historical Financial Data" included elsewhere in this prospectus
supplement and the Consolidated Financial Statements and their related notes
incorporated by reference in the accompanying prospectus.

<TABLE>
<CAPTION>
As of March 31,
2000
------------------
As
Actual Adjusted
-------- --------
(dollars in
thousands)
(unaudited)
<S> <C> <C>
Cash and cash equivalents.................................. $111,697 $291,047
======== ========
Long-term debt (less current maturities):
Senior credit facility................................... 75,000 50,000
12% senior discount notes due 2008....................... 191,517 191,517
Other long-term borrowings............................... 163 163
-------- --------
Total long-term debt................................... 266,680 241,680
-------- --------
Class A common stock (100,000,000 shares authorized;
32,539,564 issued; 37,539,564 issued, as adjusted) (a).. 325 375
Class B common stock (8,100,000 shares authorized;
6,559,401 shares issued)................................ 66 66
Paid-in capital.......................................... 344,808 549,108
Accumulated deficit...................................... (70,483) (70,483)
-------- --------
Total stockholders' equity............................. 274,716 479,066
-------- --------
Total capitalization................................... $541,396 $720,746
======== ========
</TABLE>
--------
(a) The "as adjusted" number does not include (1) 2,909,731 shares of Class A
common stock issuable upon exercise of outstanding stock options, (2)
577,467 shares of Class A common stock issuable under our registration
statement on Form S-4 that we filed with the Commission on January 11,
2000, (3) 2,351,686 shares that are reserved for issuance upon exercise of
options that may be granted in the future under our 1999 Equity
Participation Plan, (4) 451,505 shares that are reserved for issuance under
our 1999 Employee Stock Purchase Plan or (5) 400,000 shares that are
issuable to the former shareholders of Com-Net Construction Services Inc.
if fiscal 2000 EBITDA targets established in connection with the
acquisition of that company are met.

S-8
<PAGE>

UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS

The following is a general summary of the material United States federal
income and estate tax considerations to a Non-U.S. Holder (as defined below)
relevant to the ownership and disposition of shares of Class A common stock.
This summary is based on the Internal Revenue Code of 1986, as amended (the
"Code"), final, temporary and proposed United States Treasury regulations
promulgated thereunder, Internal Revenue Service (the "IRS") rulings, official
pronouncements and judicial decisions, all as in effect on the date hereof and
all of which are subject to change, possibly with retroactive effect, or
different interpretations. This summary does not discuss all the tax
consequences that may be relevant to a particular Non-U.S. Holder in light of
the holder's particular circumstances and it is not intended to be applicable
in all respects to all categories of Non-U.S. Holders, some of whom may be
subject to special rules not discussed below. In addition, this summary does
not address any state, local or foreign tax considerations that may be relevant
to a Non-U.S. Holder's decision to purchase shares of Class A common stock.

For purposes of this discussion, a "Non-U.S. Holder" or a "Non-U.S. person"
means a beneficial owner of common stock that is not (1) a citizen or resident
of the United States, (2) a corporation or partnership created or organized in
or under the laws of the United States or any political subdivision thereof,
(3) an estate the income of which is subject to United States federal income
taxation regardless of its source and (4) a trust (a) that is subject to the
supervision of a court within the United States and the control of one or more
United States persons as described in section 7701(a)(30) of the Code or (b)
that has a valid election in effect under applicable United States Treasury
regulations to be treated as a United States person. A "U.S. person" is a
person that is not a Non-U.S. person. An individual may be deemed to be a
resident alien (as opposed to a nonresident alien) by virtue of being present
in the United States on at least 31 days during the calendar year and for an
aggregate of at least 183 days during the calendar year and the two preceding
calendar years (counting, for this purpose all the days present in the current
year, one-third of the days present in the immediately preceding year and one
sixth of the days present in the second preceding year). In addition to the
"substantial presence test" described in the immediately preceding sentence, an
individual may be treated as a resident alien if he or she (1) meets the lawful
permanent residence test (a so-called "green card" test) or (2) elects to be
treated as a United States resident and meets certain presence requirements,
including the "substantial presence test," in the immediately following year.
Generally, resident aliens are subject to United States federal income and
estate tax in the same manner as United States citizens and residents.

ALL NON-U.S. HOLDERS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS REGARDING
THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE PURCHASE,
OWNERSHIP AND DISPOSITION OF SHARES OF CLASS A COMMON STOCK IN LIGHT OF THEIR
OWN PARTICULAR CIRCUMSTANCES.

Dividends on Class A Common Stock

Generally, any dividends paid to a Non-U.S. Holder of Class A common stock
will be subject to United States federal withholding tax at a rate of 30% of
the amount of the dividend, or at a lower applicable income tax treaty rate.
However, if the dividend is effectively connected with the conduct of a United
States trade or business of a Non-U.S. Holder (and is attributable to a U.S.
permanent establishment of such Non-U.S. Holder if an applicable income tax
treaty so requires as a condition for the Non-U.S. Holder to be subject to U.S.
income tax on a net income basis in respect of such dividends) it will be
subject to United States federal income tax on a net income basis at ordinary
federal income tax rates (in which case the "branch profits tax" at 30% (or
such lower rate as may be specified in an applicable income tax treaty) may
also apply if such Non-U.S. Holder is a foreign corporation), and assuming
certain certification requirements are met, will not be subject to the 30%
withholding tax.

Under current United States Treasury regulations, a holder's status as a
Non-U.S. Holder and eligibility for a tax treaty reduced rate of withholding
will be determined by reference to the holder's address and to any outstanding
certificates or statements concerning eligibility for a reduced rate of
withholding, unless facts and

S-9
<PAGE>

circumstances indicate that reliance on this address, certificates or
statements is not warranted. However, subject to certain transitional rules,
recently issued United States Treasury regulations require a Non-U.S. Holder to
provide certifications under penalties of perjury in order to obtain treaty
benefits (and avoid backup withholding as discussed below) for payments made
after December 31, 2000.

A Non-U.S. Holder of Class A common stock eligible for a reduced rate of
United States withholding tax pursuant to an income tax treaty may obtain a
refund of any excess amounts withheld by filing an appropriate claim for refund
with the IRS.

Disposition of Class A Common Stock

Subject to the discussion of backup withholding below, any capital gain
realized upon a sale or other disposition of Class A common stock by a Non-U.S.
Holder ordinarily will not be subject to United States federal income tax
unless (1) the gain is effectively connected with a trade or business conducted
by such Non-U.S. Holder within the United States (and is attributable to a U.S.
permanent establishment of such holder, if an applicable income tax treaty so
requires as a condition for the Non-U.S. Holder to be subject to U.S. income
tax on a net income basis in respect of such gain) (in which case the branch
profits tax at 30% of the Non-U.S. Holder's effectively connected earnings and
profits within the meaning of the Code for the taxable year, as adjusted for
certain items (or such lower rate as may be specified in an applicable income
tax treaty) may also apply, in addition to tax on the net gain derived from the
sale under regular graduated United States federal income tax rates, if the
Non-U.S. Holder is a foreign corporation), (2) in the case of a Non-U.S. Holder
that is an individual who holds the Class A common stock as a capital asset,
such Non-U.S. Holder is present in the United States for a period or periods
aggregating 183 days or more in the taxable year of the sale or other
disposition and either (a) has a "tax home" for United States federal income
tax purposes in the United States or (b) has an office or other fixed place of
business in the United States to which the gain is attributable (in which case
the holder will be subject to a flat 30% tax on the gain derived from the sale,
which may be offset by United States source capital losses (even though the
individual is not considered a resident of the United States)), or (3) we are
or have been a "United States real property holding corporation" (a "USRPHC")
for United States federal income tax purposes within the lesser of (a) the
five-year period ending on the date of the sale or other disposition and (b)
the Non-U.S. Holder's holding period, and, in each case, no income tax treaty
exception is applicable. We believe that we are currently a USRPHC. However,
any gain recognized by a Non-U.S. Holder on the disposition of the Class A
common stock still would not be subject to U.S. tax if the common stock were to
be "regularly traded" (within the meaning of applicable United States Treasury
regulations) on an established securities market (such as, for example, the
Nasdaq National Market) and the Non-U.S. Holder did not own, directly or
constructively, more than 5% of the outstanding Class A common stock at any
time during the shorter of (a) the five-year period ending on the date of the
sale or other disposition or (b) the Non-U.S. Holder's holding period. We
believe that the Class A common stock will be "regularly traded" (within the
meaning of applicable United States Treasury regulations) on an established
securities market. Non-U.S. Holders should consult their tax advisors to
determine whether an income tax treaty is applicable.

Special rules may apply to certain Non-U.S. Holders, such as "controlled
foreign corporations," "passive foreign investment companies," and "foreign
personal holding companies," that are subject to special treatment under the
Code. Such entities should consult their own tax advisors to determine the U.S.
federal, state, local and other tax consequences that may be relevant to them.

Federal Estate Taxes

Class A Common stock that is beneficially owned by an individual Non-U.S.
Holder at the time of death will be included in the individual's gross estate
for United States federal estate tax purposes, unless an applicable estate tax
treaty provides otherwise.

S-10
<PAGE>

Backup Withholding and Information Reporting

Under current law, dividends on Class A common stock paid to a Non-U.S.
Holder at an address outside the United States will generally be exempt from
backup withholding tax (unless the payer has knowledge that the payee is a U.S.
person). Under United States Treasury regulations, however, backup withholding
of United States Federal income tax at a rate of 31% may apply to dividends
paid with respect to Class A common stock after December 31, 2000 to Non-U.S.
Holders that fail to meet applicable certification requirements.

Payments of the proceeds from the sale by a Non-U.S. Holder of shares of
Class A common stock made by or through a foreign office of a broker will not
be subject to information reporting or backup withholding except that if the
broker is, for United States tax purposes, a U.S. person, a controlled foreign
corporation or a foreign person 50% or more of whose gross income is
effectively connected with the conduct of a United States trade or business for
a specified three-year period, information reporting may apply to these
payments. Payments of the proceeds from the sale of shares of Class A common
stock by or through the United States office of a broker will be subject to
information reporting and backup withholding unless the Non-U.S. Holder
certifies under penalties of perjury that it is a Non-U.S. Holder or otherwise
establishes an exemption from information reporting and backup withholding.
Subject to certain transitional rules, United States Treasury regulations
change information reporting requirements for Non-U.S. Holders for payments
made after December 31, 2000. Accordingly, a Non-U.S. Holder should consult its
tax advisor regarding the effects on it, if any, of these new regulations.

Any amounts withheld under the backup withholding rules may be allowed as a
refund or a credit against such Non-U.S. Holder's United States federal income
tax liability provided the required information is furnished to the IRS.

S-11
<PAGE>

UNDERWRITING

Under an underwriting agreement to be dated the date of the final prospectus
supplement, the underwriters of the offering named below, for whom Lehman
Brothers Inc., Deutsche Bank Securities Inc., Credit Suisse First Boston
Corporation, Raymond James & Associates, Inc., Salomon Smith Barney Inc., and
Fidelity Capital Markets, a division of National Financial Services
Corporation, are acting as the representatives, severally agreed to purchase,
and we have agreed to sell to the underwriters, the number of shares of Class A
common stock set forth opposite the name of each underwriter below.

<TABLE>
<CAPTION>
Number of
Underwriters Shares
------------ ---------
<S> <C>
Lehman Brothers Inc................................................ 1,750,000
Deutsche Bank Securities Inc....................................... 1,750,000
Credit Suisse First Boston Corporation............................. 450,000
Raymond James & Associates, Inc.................................... 450,000
Salomon Smith Barney Inc........................................... 550,000
Fidelity Capital Markets, a division of
National Financial Services Corporation........................... 50,000
---------
Total............................................................ 5,000,000
=========
</TABLE>

The underwriting agreement provides that the obligations of the several
underwriters to purchase the shares included in the offering are subject to
approval of legal matters by counsel as well as to other conditions. The
underwriters are obligated to purchase all the shares (other than those covered
by the over-allotment option described below) if they purchase any of the
shares.

The underwriters propose to offer some of the shares directly to the public
at the public offering price set forth on the cover page of this prospectus
supplement and some of the shares to certain dealers at the public offering
price less a concession not in excess of $1.13 per share. The underwriters may
allow, and these dealers may reallow, a concession not in excess of $.10 per
share on sales to certain brokers and dealers. If all of the shares are not
sold at the initial offering price, the representatives may change the public
offering price and the other selling terms. The representatives have advised us
that the underwriters do not intend to confirm any sales to any accounts over
which they exercise discretionary authority without the prior written approval
of the customer.

We have granted to the underwriters an option, exercisable for 30 days from
the date of this prospectus supplement, to purchase up to 750,000 additional
shares of our Class A common stock at the public offering price less the
underwriting discount. The underwriters may exercise this option solely for the
purpose of covering over-allotments, if any, in connection with the offering.
To the extent this option is exercised, each underwriter will be obligated,
subject to various conditions, to purchase a number of additional shares
approximately proportionate to its initial purchase commitment.

We and our executive officers and directors have agreed not to do any of the
following, whether any transaction described in clause (1), (2) or (3) below is
to be settled by delivery of Class A common stock or other securities, in cash
or otherwise, in each case without the prior written consent of Lehman Brothers
Inc. and Deutsche Bank Securities Inc., on behalf of the underwriters, for a
period of 45 days after the date of this prospectus supplement:

(1) offer, sell, pledge, or otherwise dispose of, or enter into any
transaction or device which is designed or could be expected to, result in
the disposition by any person at any time in the future of, any shares of
Class A common stock or securities convertible into or exchangeable for
Class A common stock or substantially similar securities, other than any of
the following:

. the Class A common stock sold under this prospectus supplement; and

S-12
<PAGE>

. shares of Class A common stock we issue pursuant to employee benefit
plans, qualified stock option plans or other employee compensation
plans existing on the date of this prospectus supplement or pursuant
to currently outstanding options, warrants or rights; and

(2) sell or grant options, rights or warrants with respect to any shares
of our Class A common stock or securities convertible into or exchangeable
for our Class A common stock or substantially similar securities, other
than the grant of options pursuant to option plans existing on the date
hereof; and

(3) enter into any swap or other derivatives transaction that transfers
to another, in whole or in part, any of the economic benefits or risks or
ownership of shares of Class A common stock.

These lock up arrangements will be subject to the following exceptions:

. transfers of common stock in private transactions or

. transfers of common stock for estate planning purposes;

in each case, provided that the transferees agree to be bound by the
restrictions described above.

Our Class A common stock is quoted on the Nasdaq National Market under the
symbol "SBAC."

Fidelity Capital Markets, a division of National Financial Services
Corporation, is acting as an underwriter of this offering and will be
facilitating electronic distribution through the Internet.

In connection with the offering, Lehman Brothers Inc. and Deutsche Bank
Securities Inc. on behalf of the underwriters, may purchase and sell shares of
our Class A common stock in the open market. These transactions may include
short sales, stabilizing transactions and purchases to cover positions created
by short sales. Short sales involve the sale by the underwriters of a greater
number of shares than they are required to purchase in the offering. "Covered"
short sales are sales made in an amount not greater than the underwriters'
option to purchase additional shares from the issuer in the offering. The
underwriters may close out any covered short position by either exercising
their option to purchase additional shares or purchasing shares in the open
market. In determining the source of shares to close out the covered short
position, the underwriters will consider, among other things, the price of
shares available for purchase in the open market as compared to the price at
which they may purchase shares through the over-allotment option. "Naked" short
sales are any sales in excess of such option. The underwriters must close out
any naked short position by purchasing shares in the open market. A naked short
position is more likely to be created if the underwriters are concerned that
there may be downward pressure on the price of the common stock in the open
market after pricing that could adversely affect investors who purchase in the
offering. Stabilizing transactions consist of various bids for or purchases of
common stock made by the underwriters in the open market prior to the
completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because the representatives have repurchased shares
sold by or for the account of such underwriter in stabilizing or short covering
transactions.

Similar to other purchase transactions, the underwriters' purchases to cover
the syndicate short sales may have the effect of raising or maintaining the
market price of the common stock or preventing or retarding a decline in the
market price of the common stock. As a result, the price of the common stock
may be higher than the price that might otherwise exist in the open market.

S-13
<PAGE>

Any offer of the shares of Class A common stock in Canada will be made only
pursuant to an exemption from the prospectus filing requirement and an
exemption from the dealer registration requirement (where such an exemption is
not available, offers shall be made only by a registered dealer) in the
relevant Canadian jurisdiction where any offer is made.

Purchasers of the shares of Class A common stock offered in this prospectus
supplement may be required to pay stamp taxes and other charges in accordance
with the laws and practices of the country of purchase, in addition to the
offering price set forth on the cover of this prospectus supplement.

We have agreed to indemnify the underwriters against liabilities, including
liabilities under the Securities Act of 1933, or to contribute to payments the
underwriters may be required to make in respect of any of those liabilities.

As permitted by Rule 103 of Regulation M promulgated by the Securities and
Exchange Commission under the Exchange Act, the underwriters, if any, that are
market makers, referred to as passive market makers, in the Class A common
stock, may make bids for or purchases of the Class A common stock on the Nasdaq
National Market until the time, if any, when a stabilizing bid for such
securities has been made. Rule 103 generally provides that:

. a passive market maker's net daily purchases of the Class A common stock
may not exceed 30% of its average daily trading volume in securities for
the two full consecutive calendar months (or any 60 consecutive days
ending within the 10 days) immediately preceding the filing date of the
registration statement of which this prospectus forms a part;

. a passive market maker may not effect transactions or display bids for
the Class A common stock at a price that exceeds the highest independent
bid for the Class A common stock by persons who are not passive market
makers; and

. bids made by passive market makers must be identified as such.

Certain of the representatives have from time to time provided investment
banking, financial advisory and other services to us for which these
representatives received customary fees and commissions. Lehman Brothers Inc.
acted as arranger of our senior credit facility and its affiliate, Lehman
Commercial Paper Inc., is the administrative agent of the senior credit
facility. Lehman Commercial Paper Inc. will receive a portion of the proceeds
of the offering in repayment of indebtedness outstanding under the senior
credit facility. Lehman Brothers Inc. and Deutsche Bank Securities Inc. were
also the initial purchasers of our senior discount notes. In addition, Deutsche
Bank Securities Inc. acted as placement agent in connection with the private
placement of shares of our Series A preferred stock in March 1997. In that
certain mutual funds affiliated with Fidelity Capital Markets own 11.69% of our
Class A common stock, this offering is being conducted pursuant to Conduct Rule
2720.

LEGAL MATTERS

Certain legal matters relating to the offering will be passed upon for us by
Akerman, Senterfitt & Eidson, P.A., Miami, Florida. Certain legal matters
relating to the Class A Common Stock will be passed upon for the underwriters
by Simpson Thacher & Bartlett, New York, New York.

S-14
<PAGE>

PROSPECTUS

$500,000,000
Class A Common Stock, Preferred Stock, Debt Securities, Depositary Shares and
Warrants

868,685 Shares
of Class A Common Stock

[SBA COMMUNICATIONS CORPORATION LOGO]

SBA Communications Corporation

----------------

This prospectus relates to the public offering by SBA Communications
Corporation of up to $500,000,000 of shares of Class A common stock, shares of
preferred stock, debt securities, depositary shares and warrants, and the
resale of 868,685 shares of our Class A common stock by the selling
shareholders listed in this prospectus. The Class A common stock was originally
issued to the selling shareholders in private placements. We will not receive
any proceeds from the sale of the Class A common stock by the selling
shareholders.

----------------

When we offer securities, we will provide you with a prospectus supplement
describing the terms of the specific issue of securities, including the
offering price of the securities. The prospectus supplements may also add,
update or change information contained in this prospectus. You should read this
prospectus and any supplements carefully before you invest.

----------------

Our Class A common stock is traded on the Nasdaq National Market under the
symbol "SBAC." The last reported sale price of the Class A common stock on July
21, 2000 was $51.25 per share. We will make application to list any shares of
Class A common stock sold pursuant to a supplement to this prospectus on the
Nasdaq National Market. We have not determined whether we will list any of the
other securities we may offer on any exchange or over-the-counter market. If we
decide to seek the listing of any securities, the supplement will disclose the
exchange or market.

----------------

Investing in these securities involves risks. See "Risk Factors" beginning
on page 3 of this prospectus.

----------------

July 24, 2000
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Where You Can Find More Information........................................ i
Information Incorporated by Reference...................................... i
Disclosure Regarding Forward-Looking Statements............................ ii
About this Prospectus...................................................... 1
SBA Communications Corporation............................................. 1
Principal Executive Officers............................................... 2
Recent Developments........................................................ 2
Risk Factors............................................................... 3
Ratio of Earnings to Fixed Charges......................................... 10
Use of Proceeds............................................................ 10
The Securities............................................................. 11
Description of Capital Stock............................................... 11
Description of Debt Securities............................................. 14
Description of Depositary Shares........................................... 20
Description of Warrants.................................................... 23
Selling Shareholders....................................................... 24
Plan of Distribution....................................................... 25
Legal Matters.............................................................. 27
Experts.................................................................... 27
</TABLE>

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports and other information with the
Securities and Exchange Commission. You may read our SEC filings over the
Internet at the Commission's website at http://www.sec.gov. You may also read
and copy documents at the SEC's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549 or at its regional offices located at 7 World
Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference rooms.

We have filed with the Commission a registration statement on Form S-3 under
the Securities Act to register with the Commission the securities described
herein. This prospectus, which is a part of the registration statement, does
not contain all of the information set forth in the registration statement. For
further information about us and our securities, you should refer to the
registration statement.

INFORMATION INCORPORATED BY REFERENCE

The Commission allows us to provide information about our business and other
important information to you by "incorporating by reference" the information we
file with the Commission, which means that we can disclose the information to
you by referring in this prospectus to the documents we file with the
Commission. Under the Commission's regulations, any statement contained in a
document incorporated by reference in this prospectus is automatically updated
and superseded by any information contained in this prospectus, or in any
subsequently filed document of the types described below.

We incorporate into this prospectus by reference the following documents
filed by us with the Commission, each of which should be considered an
important part of this prospectus:

<TABLE>
<CAPTION>
SEC Filing (File No. 000-30110) Period Covered or Date of Filing
------------------------------- --------------------------------
<S> <C>
Annual Report on Form 10-K........... Year ended December 31, 1999

Quarterly Report on Form 10-Q........ Quarter ended March 31, 2000

Current Reports on Form 8-K.......... January 11, 2000, January 11, 2000,
February 4, 2000, February 4, 2000,
February 23, 2000, April 19, 2000, May 2,
2000, May 9, 2000 and May 12, 2000
</TABLE>

i
<PAGE>

<TABLE>
<CAPTION>
SEC Filing (File No. 000-30110) Period Covered or Date of Filing
------------------------------- --------------------------------
<S> <C>
Prospectus filed pursuant to Rule 424 under
the Securities Act.......................... January 28, 2000

Description of our Class A common stock
contained in Registration Statement on Form
8-A and any amendment or report filed for
the purpose of updating such description.... June 9, 1999

All subsequent documents filed by us under
Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act of 1934........................ After the date of this prospectus
</TABLE>

You may request a copy of each of our filings at no cost, by writing or
telephoning us at the following address, telephone or facsimile number:

SBA Communications Corporation
One Town Center Road, Third Floor
Boca Raton, FL 33486
Phone: (561) 995-7670
Fax: (561) 998-3448

Exhibits to a document will not be provided unless they are specifically
incorporated by reference in that document.

You should rely only on the information contained in this prospectus or any
supplement. We have not authorized any other person to provide you with
different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not making an offer to sell
these securities in any jurisdiction where the offer or sale is not permitted.
You should not assume that the information in this prospectus or any supplement
is accurate as of any date other than the date on the front of those documents.
Our business, financial condition, results of operations and prospects may have
changed since that date.

The information in this prospectus or any supplement may not contain all of
the information that may be important to you. You should read the entire
prospectus or any supplement, as well as the documents incorporated by
reference in the prospectus or any supplement, before making an investment
decision.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Discussions containing forward-looking statements may be
found in the material set forth in this section and under "SBA Communications
Corporation" as well as in the prospectus generally. These statements concern
expectations, beliefs, projections, future plans and strategies, anticipated
events or trends and similar expressions concerning matters that are not
historical facts. Specifically, this prospectus and the documents incorporated
into this prospectus by reference contain forward-looking statements regarding:

. our strategy to transition the primary focus of our business from site
development services toward the site leasing business, including our
intent to make strategic acquisitions of towers and tower companies;

. anticipated trends in the site development industry and its effect on our
revenues and profits;

ii
<PAGE>

. our estimates regarding the future development of the site leasing
industry and its effect on our site leasing revenues;

. our plan to continue to construct and acquire tower assets and the
resulting effect on our revenues, capital expenditures, expenses and net
income;

. our ability to successfully conclude letters of intent or definitive
agreements for newly built towers or acquisitions of existing towers and
the resulting effect on our financial operations;

. our estimate of the amount of capital expenditures for fiscal year 2000
that will be required for the construction or acquisition of
communications sites and the contingent share issuance related to the
acquisition of Com-Net Construction Services, Inc.; and

. our intention to fund capital expenditures for fiscal year 2000 from cash
from the follow-on offering, operations and borrowings under our Senior
Credit Facility.

These forward-looking statements reflect our current views about future
events and are subject to risks, uncertainties and assumptions. We wish to
caution readers that certain important factors may have affected and could in
the future affect our actual results and could cause actual results to differ
significantly from those expressed in any forward-looking statement. The most
important factors that could prevent us from achieving our goals, and cause the
assumptions underlying forward-looking statements and the actual results to
differ materially from those expressed in or implied by those forward-looking
statements include, but are not limited to, the following:

. our ability to secure as many site leasing tenants as planned;

. our ability to expand our site leasing business and maintain or expand
our site development business;

. our ability to complete construction of new towers on a timely and cost-
efficient basis, including our ability to successfully address zoning
issues, carrier design changes, changing local market conditions and the
impact of adverse weather conditions;

. our ability to identify and acquire new towers, including our capability
to timely complete due diligence and obtain third party consents;

. our ability to retain current lessees on newly acquired towers;

. our ability to realize economies of scale for newly acquired towers;

. the continued dependence on towers and outsourced site development
services by the wireless communications industry;

. our ability to compete effectively for new tower opportunities and site
development services in light of increased competition; and

. our ability to raise substantial additional financing to expand our tower
holdings.

You should read carefully the section of this prospectus under the heading
"Risk Factors" beginning on page 3. We assume no responsibility for updating
forward-looking statements contained in this prospectus, any supplements to
this prospectus, and in any documents that we incorporate by reference into
this prospectus.

iii
<PAGE>

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 that we
filed with the Securities and Exchange Commission utilizing a "shelf"
registration process. Under this shelf process, we may, from time to time, sell
any combination of securities described in this prospectus in one or more
offerings and the selling shareholders may, from time to time, sell up to
868,685 shares of our Class A Common Stock. This prospectus provides you with a
general description of the securities we may offer. Each time we sell
securities, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may
also add, update or change information contained in this prospectus. You should
read both this prospectus and any applicable prospectus supplement together
with additional information described above under the heading "Where You Can
Find More Information."

When used in this prospectus and any prospectus supplement, the terms "SBA",
"we", "our", and "us" refer to SBA Communications Corporation and its
subsidiaries. The following summary contains basic information about us. It
likely does not contain all the information that is important to you. We
encourage you to read this entire prospectus and the documents we have referred
you to.

SBA COMMUNICATIONS CORPORATION

Our primary focus is the leasing of antenna space on our multi-tenant towers
to a variety of wireless service providers under long-term lease contracts. We
lease antenna space on: (1) the towers we construct through build-to-suit
programs; (2) existing sites we acquire; (3) the towers we develop
strategically; and (4) sites we lease, sublease and/or manage for third
parties. Under a build-to-suit program, we build a tower for a wireless service
provider. We retain ownership of the tower and the exclusive right to co-locate
additional tenants on the tower. Many wireless service providers are choosing
the build-to-suit option as an alternative to tower ownership, and we believe
that this outsourcing trend is likely to continue. Our non-binding mandates
come from a variety of wireless carriers, including Alamosa PCS, AT&T Wireless,
BellSouth Mobility DCS, Georgia PCS, Horizon PCS, Southwestern Bell, Sprint
PCS, Telecorp PCS and VoiceStream. We have also grown through selective
acquisitions of towers primarily from smaller independent owners. We also
develop towers strategically, for our own account, by identifying an attractive
location and completing all pre-construction procedures, such as zoning,
necessary to secure the site. We then market the tower site to potential
customers.

1
<PAGE>

to use our site development expertise to complement our site leasing business
and secure additional new tower build-to-suit opportunities. We have
capitalized on our leadership position in the site development business, our
existing national field organization and our strong relationships with wireless
service providers to develop our build-to-suit and strategic siting programs.

While we believe that our site development business will grow with the
expected overall growth of wireless and other telecommunications networks, we
believe our revenues and gross profit from the consulting segment of that
business may continue to decline as carriers find new ways to obtain network
development through outsourced tower ownership. We also believe that, over the
longer term, our site leasing revenues will continue to increase due to the
same outsourcing trend and as the number of towers we own or control grows.

PRINCIPAL EXECUTIVE OFFICES

RECENT DEVELOPMENTS

Telecorp PCS "Build-To-Suit" Agreement

2
<PAGE>

RISK FACTORS

This prospectus includes "forward looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Although we believe that our plans, intentions and
expectations reflected in or suggested by these forward-looking statements are
reasonable, we cannot assure you that these plans, intentions or expectations
will be achieved. Important factors that could cause actual results to differ
materially from the forward looking statements we make in this prospectus are
set forth below and elsewhere in this prospectus. All forward-looking
statements attributable to us or persons acting on our behalf are expressly
qualified in their entirety by the following cautionary statements.

Tenant demand may not be as strong as planned.

We may not be successful in growing our site leasing business. Our success
depends to a large extent on our management's expectations and assumptions
concerning future tenant demand for independently-owned communication sites and
numerous other factors, many of which are beyond our control. Tenant demand
includes both the number of tenants and the lease rates they are willing to
pay. Any material error in any of these expectations or assumptions could have
a material adverse effect on our growth rate. Because most of our towers are
newly constructed, and because these towers have little or no positive cash
flow at the time of their construction, the risks of lower tenant demand for
tower space are much greater for us than for a tower company which has grown
its portfolio by acquiring towers with existing cash flow.

We compete for site leasing tenants with: (1) wireless service providers
that own and operate their own tower infrastructure and lease, or may in the
future decide to lease, antenna space to other providers; (2) site development
companies that acquire antenna space on existing towers for wireless service
providers, manage new tower construction and provide site development services;
(3) other large independent tower companies; and (4) smaller local independent
tower operators. Wireless service providers that own and operate their own
tower infrastructure generally are substantially larger and have greater
financial resources than we do. Several of the independent tower companies also
have larger tower infrastructure and greater financial resources than we do. We
believe that tower location and capacity, price, quality of service and density
within a geographic market historically have been and will continue to be the
most significant competitive factors affecting the site leasing business.

The number of towers we build, the number of tenants we add to our towers
and our site development business revenues fluctuate from quarter to quarter.

The number of towers we build, the number of tenants we add to our towers
and the demand for our site development services fluctuate from period to
period and within periods. Numerous factors cause these fluctuations,
including:

. the timing of our customers' capital expenditures;

. the number and significance of active customer engagements during a
quarter;

. delays incurred in connection with a project or a tenant installation of
equipment;

. employee hiring;

. the use of consultants; and

. the rate and volume of wireless service providers' tower build-outs.

While the demand for our site development services fluctuates, we incur
significant fixed costs, such as maintaining a staff and office space in
anticipation of future contracts, even when there is no current business. The
timing of revenues is difficult to forecast as our sales cycle can be
relatively long and may depend on factors such as the size and scope of
assignments, budgetary cycles and pressures and general economic conditions.
With respect to new tenant leases, in some cases revenue commencement trails
execution of the

3
<PAGE>

lease due to contractual terms, which are typical in the industry, and which
provide for revenue to commence upon installation of the tenant's equipment on
the tower, which can be 90 days or more after the execution of the lease.
Seasonal factors, such as weather, vacation days and total business days in a
quarter, and the business practices of customers, such as deferring commitments
on new projects until after the end of the calendar year or the customers'
fiscal year, may add to the variability of new tower builds and revenues and
could have a material adverse effect on our growth rate, prospects, financial
condition or results of operations. Consequently, the number of towers we build
and the operating results of our site leasing and development businesses for
any particular period may vary significantly, and should not be considered as
indicative of long-term results.

We face zoning and other restrictions on our ability to construct new towers.

Our growth strategy depends on our ability to construct and operate towers
in a timely and cost-effective manner. A number of factors beyond our control
can affect our ability to construct new towers, including:

. zoning and local permitting requirements;

. Federal Aviation Administration considerations;

. availability of tower components and construction equipment;

. skilled construction personnel;

. bad weather conditions; and

. finding suitable anchor tenants in those cases where we are not willing
to build a tower without an anchor tenant.

In addition, as the concern over tower proliferation has grown in recent
years, certain communities have placed restrictions on new tower construction
or have delayed granting permits required for construction. We cannot assure
you (1) that there will be a significant need for the construction of new
towers once existing wireless service providers complete their tower
infrastructure build-out, (2) of the number of mandates that we will be awarded
or the number of mandates that will result in constructed towers, (3) that we
will be able to overcome regulatory or other barriers to new construction or
(4) that the number of towers planned for construction will be completed in
accordance with the requirements of our customers. Certain of our anchor tenant
leases contain penalty or forfeiture provisions in the event we do not complete
the towers within specified time periods.

We face increasing competition for new tower opportunities and acquisitions of
existing towers.

We compete for new tower opportunities primarily with site developers,
wireless carriers and other independent tower companies. We believe that
competition for new tower opportunities will increase and that additional
competitors will enter the tower market. Some of these additional competitors
have or are expected to have greater financial resources than we do.

Our growth strategy depends on our ability to acquire and operate existing
towers not built by us to augment our existing tower network. Increased
competition for acquisitions may result in fewer acquisition opportunities for
us and higher acquisition prices. We regularly explore acquisition
opportunities, and we are currently actively negotiating to acquire additional
towers. As of June 30, 2000, we had letters of intent or definitive agreements
to acquire 147 towers in 38 separate transactions for an aggregate purchase
price of approximately $56.4 million.

We may not be able to identify, finance and complete future acquisitions of
towers or tower companies on acceptable terms or may not be able to profitably
manage and market available space on any towers that we acquire. We may also
face challenges in integrating newly acquired towers or tower companies and may
face difficulties in retaining current lessees on newly acquired towers. The
extent to which we are unable to construct or acquire additional towers, or
profitably manage these tower operations, may have a material adverse effect on
our results of operations.

4
<PAGE>

We are not profitable and expect to continue to incur losses.

We incurred net losses of $19.9 million for the year ended December 31,
1998, $34.6 million for the year ended December 31, 1999 and $9.7 million for
the quarter ended March 31, 2000. Our losses are principally due to significant
depreciation, amortization and interest expense. We have not achieved
profitability and expect to continue to incur losses for the foreseeable
future.

Our mandates may not yield binding agreements.

As of June 30, 2000, we had non-binding mandates to build over 600 towers
under build-to-suit programs for wireless service providers. Although we
believe that the majority of these non-binding mandates will result in long-
term anchor leases for specific communication towers, there are a number of
steps that need to occur before any leases are executed. These steps include,
in some cases, finalizing build-out plans by the customers who have awarded the
mandates, completing due diligence by us and our customers and finalizing other
definitive documents between the parties. As a result, we cannot assure you as
to the percentage of current and future non-binding mandates that will
ultimately result in binding anchor tenant leases and constructed towers.

We think revenues from the consulting segment of our site development business
may continue to decline.

Our growth strategy is primarily focused on expanding our site leasing
business, as opposed to our site development business. However, you should be
aware that a substantial portion of our revenues has historically come from the
consulting segment of our site development business. We believe that wireless
service providers have begun to move away from the traditional build-out
formula where those providers contract for site development services for a fee
and invest the capital necessary to build and own their own network of
communications towers. We believe that the use of build-to-suit programs is
rapidly becoming the preferred method of wireless network expansion. As
wireless service providers have moved away from the traditional build-out
formula, our site development revenues from the consulting segment declined in
each of 1997, 1998, 1999, and we could experience a further decline in 2000. We
expect this trend to continue for the foreseeable future as our customers
continue to move toward build-to-suit programs and other outsourcing
alternatives and away from wireless service provider-funded site development
and ownership.

We will need to seek additional financing to fund our business plan.

Our business strategy contemplates substantial capital expenditures in
connection with the expansion of our tower infrastructure by agreeing with
wireless carriers to assume ownership or control of their existing towers, by
pursuing build-to-suit opportunities and by exploring other tower acquisition
opportunities.

Our cash capital expenditures for the quarter ended March 31, 2000 were
$60.6 million. We currently estimate that we will make at least $300.0 million
of cash capital expenditures through the end of the first quarter 2001, which
will be primarily for the construction and acquisition of towers. Based on our
current operations and anticipated revenue growth, we believe that, if our
business strategy is successful, cash flow from operations and available cash,
together with available borrowings under our senior credit facility, will be
sufficient to fund our anticipated cash capital expenditures through the end of
the first quarter 2001. Thereafter, however, or in the event we exceed our
currently anticipated cash capital expenditures by the end of the first quarter
2001, or are unable to fully draw on our senior credit facility, we anticipate
that we will need to seek additional equity or debt financing to fund our
business plan. Additional financing may not be available on commercially
acceptable terms or at all, and additional debt financing may not be permitted
by the terms of our existing indebtedness, including our senior discount notes.
Prior to March 1, 2003, interest expense on our outstanding senior discount
notes will consist solely of non-cash accretion of original issue discount and
these notes will not require cash interest payments. After that time, our
outstanding senior discount notes will have accreted to $269.0 million and will
require annual cash interest payments of approximately $32.3 million. If we are
required to issue additional common equity to finance our capital expenditures,
it could be dilutive to our existing shareholders. To the extent we are unable
to finance future capital expenditures, we will be unable to achieve our
currently contemplated business goals.

5
<PAGE>

The expansion of our business may strain our resources.

Expanding our business may impose significant strains on our management,
operating systems and financial resources. In addition, we anticipate that our
operating expenses may increase during the next few years from their 1999
levels as we construct and acquire additional tower assets. Our failure to
manage our growth or unexpected difficulties encountered during expansion could
have a material adverse effect on our results of operations. The pursuit and
integration of new tower build-outs in addition to future acquisitions,
investments, joint ventures and strategic alliances will require substantial
attention from our senior management, which will limit the amount of time
available to devote to our existing operations.

From January 1, 1995 to June 30, 2000, our work force increased from
approximately 80 to 800 employees. This growth has placed, and will likely
continue to place, a substantial strain on our administrative, operational and
financial resources. In addition, as part of our business strategy, we may
acquire complementary businesses or expand into new businesses. We may not be
able to manage our growth successfully and our management, personnel or
operational and financial control systems may not be adequate to support
expanded or complementary operations. Any of these inabilities or inadequacies
could have a material adverse effect on our growth rate, prospects, financial
condition or results of operations.

If demand for wireless communication services decreases, our revenue will be
adversely affected.

Substantially all of our customers to date have been providers of wireless
communications services and, therefore, our success is dependent on their
success. Demand for both our site leasing and site development services is
dependent on demand for communication sites from wireless service providers,
which, in turn, is dependent on the demand for wireless services. A slowdown in
the growth of, or reduction in demand, in a particular wireless communication
segment could adversely affect the demand for communication sites. Most types
of wireless services currently require ground-based network facilities,
including communication sites for transmission and reception. The extent to
which wireless service providers lease these communication sites depends on a
number of factors beyond our control, including:

. the level of demand for wireless services;

. the financial condition and access to capital of wireless service
providers;

. the strategy of wireless service providers with respect to owning or
leasing communication sites;

. government licensing of broadcast rights; and

. changes in telecommunications regulations and general economic
conditions.

In addition, wireless voice service providers frequently enter into roaming
agreements with competitors allowing them to use one another's wireless
communications facilities to accommodate customers who are out of range of
their home provider's services. These roaming agreements may be viewed by
wireless voice service providers as a superior alternative to leasing antenna
space on communications sites owned or controlled by us. The proliferation of
these roaming agreements could have a material adverse effect on our results of
operations.

We depend on a relatively small number of customers for most of our revenues.

We derive a significant portion of our revenues from a small number of
customers which vary at any given time, particularly in the site development
services side of our business. For example, during 1997, 1998, 1999 and the
quarter ended March 31, 2000, our five largest customers accounted for
approximately 89.9%, 91.4%, 48.3% and 46.7% respectively, of our revenues from
site development services. Sprint PCS, our largest customer for the years ended
December 31, 1997, 1998, 1999 and the quarter ended March 31, 2000, accounted
for 53.6%, 41.3%, 20.8% and 15.6%, respectively, of our revenues from site
development services during those periods. Other large customers include
BellSouth Mobility DCS, which accounted for 23.8% of our revenues from site
development services for the year ended December 31, 1998 and 13.9% for the
year ended December 31, 1999. For the quarter ended March 31, 2000, AT&T
Wireless accounted for 9.8% of our site development

6
<PAGE>

services. PageNet represented 33.4% of our site leasing revenue for 1998, 16.5%
for the year ended December 31, 1999, and 11.8% for the quarter ended March 31,
2000. These PageNet revenues come primarily from our lease/sublease component
of our site leasing business. For the quarter ended March 31, 2000, our other
major site leasing customers were Nextel, Sprint PCS, and BellSouth Mobility
DCS which accounted for 10.0%, 9.6%, and 9.2% of our site leasing revenues. Our
site development customers engage us on a project-by-project basis, and a
customer can generally terminate an assignment at any time without penalty. In
addition, a customer's need for site development services can decrease, and we
may not be successful in establishing relationships with new clients. Moreover,
our existing customers may not continue to engage us for additional projects.
The substantial majority of our existing non-binding mandates are from Alamosa
PCS, AT&T Wireless, Horizon PCS, Georgia PCS, Sprint PCS and Telecorp PCS. The
loss of any significant customer could have a material adverse effect on our
growth rate, prospects, financial condition or results of operations.

Due to the long-term expectations of revenue from tenant leases, the tower
industry is very sensitive to the creditworthiness of its tenants. Wireless
service providers often operate with substantial leverage, and financial
problems for our customers could result in uncollected accounts receivable, in
the loss of customers and the associated lease revenues, or in a reduced
ability of these customers to finance expansion activities.

Our substantial indebtedness could adversely affect our financial health and
prevent us from fulfilling our payment obligations.

We have a significant amount of indebtedness. The following chart shows
certain important credit information:

<TABLE>
<CAPTION>
At March 31, 2000
----------------------
(dollars in thousands)
<S> <C>
Total indebtedness.................................... $266,730
Stockholders' equity.................................. $274,716
</TABLE>

Our substantial indebtedness could have important consequences to you. For
example, it could:

. increase our vulnerability to general adverse economic and industry
conditions;

. limit our ability to fund future working capital, capital expenditures,
research and development costs and other general corporate requirements;

. require us to dedicate a substantial portion of our cash flow from
operations to payments on our indebtedness, thereby reducing the
availability of our cash flow to fund working capital, capital
expenditures, research and development efforts and other general
corporate purposes;

. limit our flexibility in planning for, or reacting to, changes in our
business and the industry in which we operate;

. place us at a competitive disadvantage to our competitors that are less
leveraged; and

. limit, along with the financial and other restrictive covenants in our
indebtedness, among other things, our ability to borrow additional funds.
Failing to comply with those covenants could result in an event of
default which, if not cured or waived, could have a material adverse
effect on our growth rate, prospects, financial condition or results of
operations.

Our ability to service our debt obligations will depend on our future
operating performance, which will be affected by prevailing economic conditions
in the wireless communications industry, and financial, business and other
factors, certain of which are beyond our control. If we are unable to generate
sufficient cash flow from operations to service our indebtedness, we will be
forced to adopt an alternative strategy that may include actions such as
reducing, delaying or eliminating acquisitions of towers or related service
companies, delaying tower construction and other capital expenditures, selling
assets, restructuring or refinancing our indebtedness or seeking additional
equity capital. We may not be able to effect any of these alternative
strategies on satisfactory terms, if at all. The implementation of any of these
alternative strategies could have a material adverse effect on our growth rate.

7
<PAGE>

Our senior credit facility and the indenture governing our senior discount
notes each contains certain restrictive covenants. The senior credit facility
also requires us to maintain specified financial ratios and satisfy certain
financial condition tests. Our ability to meet these financial ratios and tests
can be affected by events beyond our control, and we may not be able to meet
those tests. A breach of any of these covenants could result in a default under
the senior credit facility and the indenture governing our senior discount
notes. Upon the occurrence of certain bankruptcy events, the outstanding
principal, together with all accrued interest, will automatically become
immediately due and payable. If any other event of default should occur under
the senior credit facility, our lenders can elect to declare all amounts of
principal outstanding under the senior credit facility, together with all
accrued interest, to be immediately due and payable. Either of these events
could also result in the triggering of cross-default or cross-acceleration
provisions in other instruments, permitting acceleration of the maturity of
additional indebtedness. If we were unable to repay amounts that become due
under the senior credit facility, our lenders could proceed against the
collateral granted to them to secure that indebtedness. If the indebtedness
under the senior credit facility were to be accelerated, our assets may not be
sufficient to repay in full the indebtedness. Substantially all of our assets
are pledged as security under the senior credit facility.

Our earnings have been insufficient to cover our fixed charges since the
issuance of our senior discount notes, assuming the accretion on the notes as a
fixed charge. We expect our earnings to continue to be insufficient to cover
our fixed charges for the foreseeable future. We may be able to incur
substantial additional indebtedness in the future. If new debt is added to our
current debt levels, the related risks that we face could intensify.

We must comply with a variety of extensive regulations.

We are subject to a variety of regulations, including those at the federal,
state and local level. Both the Federal Communications Commission ("FCC") and
the Federal Aviation Administration ("FAA") regulate towers and other sites
used for wireless communications transmitters and receivers. Such regulations
control siting, lighting and marking of towers and may, depending on the
characteristics of the tower, require prior approval or registration of tower
facilities. Wireless communications devices operating on towers are separately
regulated and independently licensed based upon the regulation of the
particular frequency used. Proposals to construct new communication sites or to
modify existing communication sites are reviewed by both the FCC and the FAA to
ensure that a site will not present a hazard to aviation. Construction or
modification of these structures is also subject to the National Environmental
Policy Act, which requires additional review of any tower that may have a
significant effect upon the quality of the human environment. Owners of towers
may have an obligation to paint the towers or install lighting to conform to
FCC and FAA standards and to maintain such painting or lighting. Tower owners
also bear the responsibility for notifying the FAA of any tower lighting
failures. We generally indemnify our customers against any failure to comply
with applicable standards. Failure to comply with applicable requirements may
lead to civil penalties.

Local regulations include city or other local ordinances, zoning
restrictions and restrictive covenants imposed by community developers. These
regulations vary greatly, but typically require tower owners to obtain approval
from local officials or community standards organizations prior to tower
construction. Local regulations can delay or prevent new tower construction or
site upgrade projects, thereby limiting our ability to respond to customers'
demands. In addition, these regulations may increase the timing and costs
associated with new tower construction. Additional regulations could be adopted
which could increase these delays or result in additional costs to us. These
factors could have a material adverse effect on our growth rate, prospects,
financial condition or results of operations and on our ability to implement
and/or achieve our business objectives in the future. Our customers may also
become subject to new regulations or regulatory policies that adversely affect
the demand for communication sites.

Our operations are also subject to federal, state and local environmental
laws and regulations regarding the use, storage, disposal, emission, release
and remediation of hazardous and nonhazardous substances, materials

8
<PAGE>

or wastes. Under certain of these environmental laws, we could be held strictly
liable for the remediation of hazardous substance contamination at our
facilities or at third-party waste disposal sites, and could also be held
liable for any personal or property damage related to the contamination.
Although we believe that we are in substantial compliance with, and have no
material liability under, applicable environmental laws, the costs of
compliance with existing or future environmental laws and liability related to
those laws may have a material adverse effect on our business.

We and the wireless service providers that use our towers are also subject to
government requirements and other guidelines relating to radio frequency, or
RF, emissions. The potential connection between RF emissions and certain
negative health effects, including some forms of cancer, has been the subject
of substantial studies by the scientific community in recent years. To date,
the results of these studies have been inconclusive. Although we have not been
subject to any claims relating to RF emissions, we may be subject to these
claims in the future.

Our towers are subject to damage from natural disasters.

Our towers are subject to risks associated with natural disasters such as
tornadoes, hurricanes and earthquakes. We maintain insurance to cover the
estimated cost of replacing damaged towers, but these insurance policies are
subject to caps and deductibles. We also maintain third party liability
insurance to protect us in the event of an accident involving a tower. A tower
accident for which we are uninsured or underinsured, or damage to a tower or
group of towers, could have a material adverse effect on our financial
condition or results of operations.

New technologies may undermine the success of our operations.

The emergence of new technologies could have a negative impact on our
operations. For example, the FCC has granted license applications for several
low-earth orbiting satellite systems that are intended to provide mobile voice
and data services. Although these systems are highly capital intensive and have
only begun to be tested, mobile satellite systems could compete with land-based
wireless communications systems. In addition, products are currently being
developed which may permit multiple wireless carriers to use a single antenna,
or to increase the range and capacity of an antenna. These systems and products
could reduce the demand for our infrastructure services or space on our towers.
These events could have a material adverse effect on our growth rate,
prospects, financial condition or results of operations.

Because of our holding company structure, we depend on our subsidiaries for
cash flow. Our access to this cash flow is restricted.

We are a holding company with no business operations of our own. Our only
significant asset is and is expected to be the outstanding capital stock of our
subsidiaries. We conduct, and expect to conduct, all of our business operations
through our subsidiaries. Accordingly, our only source of cash to pay our
obligations is distributions from our subsidiaries of their net earnings and
cash flow. We currently expect that the earnings and cash flow of our
subsidiaries will be retained and used by them in their operations, including
to service their debt obligations. Even if our subsidiaries determined to make
a distribution to us, applicable state law and contractual restrictions,
including the dividend covenants contained in our senior credit facility, may
not permit these dividends or distributions.

Steven E. Bernstein controls the outcome of shareholder votes.

Steven E. Bernstein, our Chairman and Chief Executive Officer, controls 100% of
the outstanding shares of Class B common stock. As of June 30, 2000, Mr.
Bernstein controlled approximately 62% of the total voting power of both
classes of common stock. As a result, Mr. Bernstein has the ability to control
the outcome of all matters determined by a vote of our common shareholders when
voting together as a single class, including the election of all of our
directors.

We depend on the services of our executive officers.

Our success depends to a significant extent upon the continued services of
Steven E. Bernstein, our Chairman and Chief Executive Officer, Jeffrey A.
Stoops, our President, Ronald G. Bizick, II, our Chief

9
<PAGE>

Operating Officer--U.S. Site Development, Daniel J. Eldridge, President--SBA
Network Services, Inc., John Marino, our Chief Financial Officer, and Michael
N. Simkin, our Executive Vice President--International. Each of Messrs. Bizick,
Simkin and Stoops has an employment agreement. We do not have an employment
agreement with Messrs. Bernstein, Eldridge, or Marino. Mr. Bernstein's
compensation and other terms of employment are determined by the Board of
Directors. The loss of the services of any of Messrs. Bernstein, Stoops,
Simkin, Eldridge, Bizick or Marino or other key managers or employees, could
have a material adverse effect upon our prospects or results of operations.

We need to attract, retain and manage skilled employees.

Our business involves the delivery of professional services and is labor-
intensive. Our success depends in large part upon our ability to attract,
develop, motivate and retain skilled employees. We compete with other wireless
communications firms and other enterprises for employees with the skills
required to perform our services. We cannot assure you that we will be able to
attract and retain a sufficient number of highly-skilled employees in the
future or that we will continue to be successful in training, retaining and
motivating employees. The loss of a significant number of employees and/or our
inability to hire a sufficient number of qualified employees could have a
material adverse effect on our results of operations or growth rate.

Commencing international operations in the future may undermine the success of
our operations.

We do not currently have international operations, but we evaluate
international opportunities from time to time and may commence international
operations at any time. If we commence international operations, we will be
subject to various, political, economic and other uncertainties. The risks
include:

. unexpected changes in regulatory requirements;

. difficulties and costs of staffing and managing international operations;

. different technology standards;

. political and economic instability;

. fluctuations in currency exchange rates;

. imposition of currency exchange controls; and

. potentially adverse tax consequences

Any of these factors could delay or preclude our ability to generate
revenues in our key markets. Accordingly, no assurance can be given that if we
commence international operations our strategies will prove to be effective or
that management's goals will be achieved.

RATIO OF EARNINGS TO FIXED CHARGES

For purposes of calculating the ratio of earnings to fixed charges, earnings
represent net loss before income taxes and extraordinary items, interest
expense, the component of rental expense believed by management to be
representative of the interest factor thereon, and amortization of original
issue discount and debt issue costs. Fixed charges consist of interest expense,
the component of rental expense believed by management to be representative of
the interest factor thereon, amortization of original issue discount and debt
issue costs and preferred dividends. The ratio of earnings to fixed charges was
33.8x, 7.7x and 3.6x for 1995, 1996 and 1997, respectively. We had a deficiency
in earnings to fixed charges of $24.0 million and $33.7 million for 1998 and
1999, respectively and $9.5 million for the three months ended March 31, 2000.

USE OF PROCEEDS

Unless otherwise indicated in the prospectus supplement, the net proceeds
from the sale of securities offered by us pursuant to this prospectus will be
used to finance the construction and acquisition of towers and related
businesses, for general working capital purposes and may use these proceeds to
repay outstanding debt. We will not receive any proceeds from the sale of the
Class A common stock offered by the selling shareholders pursuant to this
prospectus.

10
<PAGE>

THE SECURITIES

SBA may from time to time offer under this prospectus, separately or
together:

. shares of Class A common stock;

. shares of preferred stock, which may be represented by depositary shares
as described below;

. unsecured senior or subordinated debt securities; and

. warrants to purchase shares of (i) Class A common stock ; (ii) preferred
stock; (iii) depositary shares and (iv) debt securities.

The aggregate initial offering price of the offered securities will not
exceed $500,000,000.

The selling shareholders may from time to time offer under this prospectus
shares of Class A common stock.

Description of Capital Stock

Our authorized capital stock consists of 100,000,000 shares of Class A
common stock, par value $.01 per share, 8,100,000 shares of Class B common
stock, par value $.01 per share, and 30,000,000 shares of preferred stock, par
value $.01 per share. These shares of preferred stock have not been designated
as to series and are available for issuance from time to time in one or more
series at the discretion of our Board of Directors. Any issuance of preferred
stock could be used to discourage, delay or make more difficult a change in
control of SBA.

We have two classes of authorized common stock: Class A common stock and
Class B common stock. The Class A common stock has one vote per share. The
Class B common stock has ten votes per share. All outstanding shares of Class A
common stock and Class B common stock are validly issued, fully paid and non-
assessable. As of June 30, 2000, there were 207 record holders of the Class A
common stock and 2 record holders of the Class B common stock.

As of June 30, 2000, our outstanding capital stock consisted of 34,192,639
shares of Class A common stock and 5,465,595 shares of Class B common stock. No
other shares of any class or series were issued and outstanding as of June 30
2000. In addition, we have reserved (1) 2,909,731 shares of Class A common
stock issuable upon exercise of outstanding stock options, (2) 577,467 shares
of Class A common stock issuable under our registration statement on Form S-4
that we filed with the Commission on January 11, 2000, (3) 2,351,686 shares
that may be issued upon exercise of options that may be granted in the future
under our 1999 Equity Participation Plan, (4) 451,505 shares for issuance under
our 1999 Employee Stock Purchase Plan, and (5) 400,000 shares that are issuable
to the former shareholders of Com-Net if 2000 EBITDA targets established in
connection with the acquisition of that company are met.

Except as otherwise required by law or in our articles of incorporation,
owners of the Class A common stock and Class B common stock will vote together
as a single class on all matters, including the election of directors. Our
articles of incorporation provide for a separate class vote of each class of
common stock in the event of any amendment that alters the terms of the Class B
common stock. Pursuant to our articles of incorporation and by-laws, our Board
of Directors is classified into three classes of directors, denoted as Class I,
Class II and Class III. Messrs. Picow and Landry are Class I directors, Messrs.
Miller and Stoops are Class II directors, and Messrs. Bernstein and Hebb are
Class III directors.

Class A Common Stock

Voting Rights

Each share of Class A common stock is entitled to one vote. Except as noted
above, and except as provided under the Florida Business Corporation Act, the
holders of shares of Class A common stock and Class B common stock vote
together as a single class on all matters on which shareholders are permitted
or entitled to vote.

11
<PAGE>

Class B Common Stock

Voting Rights

Each share of Class B common stock is entitled to ten votes for each share
on all matters presented to the shareholders. Except as provided under the
Florida Business Corporation Act, the holders of the shares of Class B common
stock and Class A common stock vote together as a single class on all matters
on which shareholders are permitted or entitled to vote.

Convertibility

Each outstanding share of Class B common stock may, at the option of the
holder thereof, at any time, be converted into one fully paid and non-
assessable share of Class A common stock. Each share of outstanding Class B
common stock converts into one fully paid and non-assessable share of Class A
common stock immediately upon transfer to any holder other than any one or more
of the following (an "Eligible Class B Shareholder"): (1) Steven E. Bernstein;
(2) other members of his immediate family or their lineal descendants; (3)
spouses of lineal descendants or lineal descendants of spouses, whether alive
as of the date of the articles of incorporation or born subsequently; (4) any
trusts or other estate planning vehicles for the benefit of any of the
foregoing, whether existing as of the date of the articles of incorporation or
subsequently created; or (5) any estate or tax planning vehicles on the part of
Mr. Bernstein. If the shares of Class B common stock held by Eligible Class B
Shareholders in the aggregate constitute 10% or less of the outstanding shares
of our common stock, or upon the death or mental incapacity of Steven E.
Bernstein, each share of Class B common stock shall immediately convert into
one fully paid and non-assessable share of Class A common stock. Each share of
outstanding Class B common stock which is held by any Eligible Class B
Shareholder will immediately convert into one share of Class A common stock at
the time that the holder is no longer an Eligible Class B Shareholder.

Provisions Applicable to both the Class A and Class B Common Stock

Dividends

Each share of Class A and Class B common stock is entitled to receive
dividends if, as and when declared by the Board of Directors out of funds
legally available for that purpose, subject to preferences that may apply to
any preferred stock that we may issue in the future. No dividends may be
declared and paid to holders of shares of one class of shares of common stock
unless the Board of Directors at the same time also declares and pays to the
holders of the other class of shares of common stock a per share dividend equal
to the dividend declared and paid to the holders of the first class of shares
of common stock.

Liquidation Rights

In the event of our dissolution or liquidation, after satisfaction of all
our debts and liabilities and distributions to the holders of any preferred
stock that we may issue in the future, if any, of amounts to which they are
preferentially entitled, holders of one class of shares of common stock will be
entitled to share ratably with holders of the other class of shares of common
stock in the distribution of assets to the shareholders.

Other Provisions

There are no cumulative, subscription or preemptive rights to subscribe for
any additional securities which we may issue, and there are no redemption
provisions, conversion provisions or sinking fund provisions applicable to the
Class A and Class B common stock.

The rights and preferences of holders of both classes of common stock are
subject to the rights of any series of preferred stock which we may issue in
the future.

12
<PAGE>

Registration Rights

If at any time, the holders of not less than 25% of the Class A common stock
which was issued upon conversion of our previously outstanding preferred stock
request that we file a registration statement covering their shares of Class A
common stock (with an anticipated aggregate offering price of $3.0 million), we
will use our best efforts to cause these shares to be registered, subject to
reduction if, in the case of a firm underwritten offering, the underwriter
stipulates that it is not advisable for us to register the full amount of Class
A common stock that holders have requested that we register; provided, however,
that we may delay any demand registration for a period of up to three months
for a valid business reason. Except as otherwise agreed, in the event of an
application of these cut-back provisions, the former holders of the preferred
stock have a priority right to participate in the registration over Messrs.
Bernstein, Bizick, and Stoops. We will not be required to file more than three
registration statements, other than on Form S-3. In addition, these holders
have the right to require us to file up to two registration statements per year
on Form S-3, provided the anticipated aggregate offering price in each
registration on Form S-3 equals $1.0 million or more. However, these holders
may only request that we file a registration statement to the extent that their
shares exceed the amount that can be sold pursuant to Rule 144 of the
Securities Act. We believe that a significant portion of these shares may
currently be sold pursuant to Rule 144.

Each of Messrs. Bernstein, Bizick and Stoops also has certain rights to have
his shares of common stock registered under the Securities Act. Mr. Bernstein
has the right to have his shares of Class B common stock registered under the
Securities Act. Mr. Bizick has the right to have 773,528 shares of Class A
common stock registered under the Securities Act. Mr. Stoops has the right to
have 1,369,863 shares of Class A common stock registered under the Securities
Act.

If at any time, Mr. Bernstein, Mr. Bizick, or Mr. Stoops, individually or as
a group, request that we file a registration statement on Form S-3 for these
shares, we will use our best efforts to cause these shares to be registered
subject to certain cut-back provisions; provided, however, that we may delay
any registration for a period of up to three months for a valid business
reason. We will not be required to file the registration statement on Form S-3
more frequently than twice a year.

Preferred Stock

Our board of directors is authorized by our articles of incorporation to
provide for the issuance of shares of preferred stock, in one or more series,
to establish the number of shares to be included in each series, to fix the
designation, rights, preferences, privileges and restrictions of the shares of
each series and to increase or decrease the number of shares of any series of
preferred stock, all without any further vote or action by our shareholders.

The prospectus supplement will specify as to each issuance of preferred
stock:

. the maximum number of shares;

. the designation of the shares;

. annual dividend rate, if any, whether the dividend rate is fixed or
variable, the date dividends will accrue, the dividend payment dates and
whether dividends will be cumulative;

. the price and the terms and conditions for redemption, if any, including
redemption at our option or at the option of the holders, including the
time period for redemption, and any accumulated dividends or premiums;

. the liquidation preference, if any, and any accumulated dividends upon
the liquidation, dissolution or winding up of SBA's affairs;

. any sinking fund or similar provision, and, if so, the terms and
provisions relating to the purpose and operation of the fund;

. the terms and conditions, if any, for conversion or exchange of shares
into or for any other class or classes of our capital stock or any series
of any other class or classes, or into or for any other series of

13
<PAGE>

the same class, or any other securities or assets, including the price or
the rate of conversion or exchange and the method, if any, of adjustment;

. the voting rights; and

. any or all other preferences and relative, participating, optional or
other special rights, privileges or qualifications, limitations or
restrictions.

Preferred stock will be fully paid and nonassessable upon issuance. The
preferred stock or any series of preferred stock may be represented, in whole
or in part, by one or more global certificates, which will represent an
aggregate number of shares equal to that of the preferred stock represented by
the global certificate.

Each global certificate will:

. be registered in the name of a depositary or a nominee of the depositary
identified in the prospectus supplement;

. be deposited with such depositary or nominee or a custodian for the
depositary; and

. bear a legend regarding any restrictions on exchanges and registration of
transfer and any other matters as may be provided for under the
certificate of designation.

Description of Debt Securities

The debt securities will primarily be our unsecured direct obligations.
Subject to the terms of our current indebtedness, we may also offer debt
securities that will be our secured direct obligations. The secured debt
securities, if offered, may be secured with all or a portion of our assets. The
debt securities may be senior or subordinated indebtedness. The debt securities
will be issued under one or more indentures between us and a trustee. Any
indenture will be subject to, and governed by, the Trust Indenture Act of 1939,
as amended. The statements made in this prospectus relating to any indenture
and the debt securities to be issued under any indenture are summaries of
certain anticipated provisions of the indentures, do not purport to be complete
and are subject to, and are qualified in their entirety by reference to, all
provisions of the indentures and the debt securities.

General

We have filed with the registration statement relating to the offered
securities a form of indenture relating to our senior securities and a form of
indenture relating to our senior subordinated securities and subordinated
securities. Our senior debt securities will rank equally and ratably in right
of payment with other indebtedness of ours that is not subordinated, including
but not limited to our 12% Senior Discount Notes due 2008, Series B. If we
issue subordinated debt securities, they will be subordinated in right of
payment to the prior payment in full of senior indebtedness, as defined in the
applicable prospectus supplement, and may rank equally and ratably with any
other subordinated indebtedness. They may, however, also be subordinated in
right of payment to senior subordinated securities. See "--Subordination." We
may issue the debt securities without limit as to aggregate principal amount,
in one or more series, in each case as established from time to time in or
pursuant to authority granted by a resolution of our board of directors or as
established in one or more supplemental indentures. We need not issue all debt
securities of one series at the same time. Unless we otherwise provide, we may
reopen a series, without the consent of the holders of such series, for
issuances of additional securities of that series.

We anticipate that any indenture will provide that we may, but need not,
designate more than one trustee under an indenture, each with respect to one or
more series of debt securities. Any trustee under any indenture may resign or
be removed with respect to one or more series of debt securities, and a
successor trustee may be appointed to act with respect to that series. The
applicable prospectus supplement will describe the specific terms relating to
the series of debt securities we will offer, including, where applicable, the
following:

. the title and series designation and whether they are senior securities,
senior subordinated securities or subordinated securities;

. the aggregate principal amount of the securities;

14
<PAGE>

. the percentage of the principal amount at which we will issue the debt
securities and, if other than the principal amount of the debt
securities;

. the portion of the principal amount of the debt securities payable upon
declaration of acceleration of the maturity of the debt securities, or if
convertible, the initial conversion price, the conversion period and any
other terms governing such conversion;

. the stated maturity date;

. any fixed or variable interest rate or rates per annum;

. the date from which interest may accrue and any interest payment dates;

. any sinking fund requirements;

. any provisions for redemption, including the redemption price and any
remarketing arrangements;

. whether the securities are denominated or payable in United States
dollars or a foreign currency or units of two or more foreign currencies;

. the events of default and covenants of such securities, to the extent;
different from or in addition to those described in this prospectus;

. whether we will issue the debt securities in certificated and/or book-
entry form;

. whether the debt securities will be in registered or bearer form and, if
in registered form, the denominations if other than in even multiples of
$1,000 and, if in bearer form, the denominations and terms and conditions
relating thereto;

. whether we will issue any of the debt securities in permanent global form
and, if so, the terms and conditions, if any, upon which interests in the
global security may be exchanged, in whole or in part, for the individual
debt securities represented by the global security;

. the applicability, if any, of the defeasance and covenant defeasance
provisions described in this prospectus or any prospectus supplement;

. whether we will pay additional amounts on the securities in respect of
any tax, assessment or governmental charge and, if so, whether we will
have the option to redeem the debt securities instead of making this
payment; and

. the subordination provisions, if any, relating to the debt securities. We
may issue debt securities at less than the principal amount payable upon
maturity (we refer to these securities as "original issue discount
securities"). If material or applicable, we will describe in the
applicable prospectus supplement special U.S. federal income tax,
accounting and other considerations applicable to original issue discount
securities.

Except as described under "--Merger, Consolidation or Sale of Assets" or as
may be set forth in any prospectus supplement, an indenture will not contain
any other provisions that would limit our ability to incur indebtedness or that
would afford holders of the debt securities protection in the event of a highly
leveraged or similar transaction involving us or in the event of a change of
control. You should review carefully the applicable prospectus supplement for
information with respect to events of default and covenants applicable to the
securities being offered.

Denominations, Interest, Registration and Transfer

Unless otherwise described in the applicable prospectus supplement, we will
issue the debt securities of any series that are registered securities in
denominations that are even multiples of $1,000, other than global securities,
which may be of any denomination.

Unless otherwise specified in the applicable prospectus supplement, we will
pay the interest on and principal of and premium, if any, on any debt
securities at the corporate trust office of the trustee. At our

15
<PAGE>

option, however, we may make payment of interest by check mailed to the address
of the person entitled to the payment as it appears in the applicable register
or by wire transfer of funds to that person at an account maintained within the
United States.

If we do not punctually pay or duly provide for interest on any interest
payment date, the defaulted interest will be paid either:

. to the person in whose name the debt security is registered at the close
of business on a special record date to be fixed by the applicable
trustee; or

. in any other lawful manner, all as more completely described in the
applicable indenture.

You may have your debt securities broken into more debt securities of
smaller denominations or combined into fewer debt securities of larger
denominations, as long as the total principal amount is not changed. This is
called an "exchange."

You may exchange or transfer debt securities at the office of the trustee.
The trustee acts as our agent for registering debt securities in the names of
holders and transferring debt securities. We may change this appointment to
another entity or perform it ourselves. The entity performing the role of
maintaining the list of registered holders is called the "security registrar."
It will also perform transfers.

You will not be required to pay a service charge to transfer or exchange
debt securities, but you may be required to pay for any tax or other
governmental charge associated with the exchange or transfer. The security
registrar will make the transfer or exchange only if it is satisfied with your
proof of ownership.

Merger, Consolidation or Sale of Assets

Under any indenture, we are generally permitted to consolidate or merge with
another company. We are also permitted to sell substantially all of our assets
to another company, or to buy substantially all of the assets of another
company. However, we may not take any of these actions unless all the following
conditions are met:

. If we merge out of existence or sell our assets, the other company must
be a corporation, partnership or other entity organized under the laws of
a State or the District of Columbia or under federal law. The other
company must agree to be legally responsible for the debt securities.

. The merger, sale of assets or other transaction must not cause a default
on the debt securities. In addition, we must not already be in default,
unless the merger or other transaction would cure the default. A default
for this purpose would include any event that would be an event of
default if the requirements for giving us default notice or our default
having to exist for a specific period of time were disregarded.

Events of Default and Related Matters

Events of Default

The term "event of default" means any of the following:

. We do not pay the principal or any premium on a debt security on its due
date.

. We do not pay interest on a debt security within 30 days of its due date.

. We do not deposit any sinking fund payment on its due date.

. We remain in breach of any other term of the applicable indenture for 60
days after we receive a notice of default stating we are in breach.
Either the trustee or holders of 25% of the principal amount of debt
securities of the affected series may send the notice.

. We file for bankruptcy or certain other events in bankruptcy, insolvency
or reorganization occur.

. Any other event of default described in the applicable prospectus
supplement occurs.

16
<PAGE>

Remedies If an Event of Default Occurs

If an event of default has occurred and has not been cured, the trustee or
the holders of a significant portion in principal amount of the debt securities
of the affected series may declare the entire principal amount of all the debt
securities of that series to be due and immediately payable. This is called a
declaration of acceleration of maturity. If an event of default occurs because
of certain events in bankruptcy, insolvency or reorganization, the principal
amount of all the debt securities of that series will be automatically
accelerated, without any action by the trustee or any holder. At any time after
the trustee or the holders have accelerated any series of debt securities, but
before a judgment or decree for payment of the money due has been obtained, the
holders of at least a majority in principal amount of the debt securities of
the affected series may, under certain circumstances, rescind and annul such
acceleration.

Except in cases of default, where the trustee has some special duties, the
trustee is not required to take any action under the applicable indenture at
the request of any holders unless the holders offer the trustee reasonable
protection from expenses and liability. This is known as an indemnity. If
reasonable indemnity is provided, the holders of a majority in principal amount
of the outstanding securities of the relevant series may direct the time,
method and place of conducting any lawsuit or other formal legal action seeking
any remedy available to the trustee. These majority holders may also direct the
trustee in performing any other action under the applicable indenture, subject
to certain limitations.

Before you bypass the trustee and bring your own lawsuit or other formal
legal action or take other steps to enforce your rights or protect your
interests relating to the debt securities, the following must occur:

. You must give the trustee written notice that an event of default has
occurred and remains uncured.

. The holders of at least 25% in principal amount of all outstanding
securities of the relevant series must make a written request that the
trustee take action because of the default, and must offer reasonable
indemnity to the trustee against the cost and other liabilities of taking
that action.

. The trustee must have not taken action for 60 days after receipt of the
above notice and offer of indemnity.

However, you are entitled at any time to bring a lawsuit for the payment of
money due on your security after its due date.

We will furnish to the trustee every year a written statement of certain of
our officers certifying that to their knowledge we are in compliance with the
applicable indenture and the debt securities, or else specifying any default.

Modification of an Indenture

We will set forth in the applicable prospectus supplement the terms and
conditions upon which we can make changes to an indenture or the debt
securities. There are three types of changes we can make to the indentures and
the debt securities:

Changes Requiring Your Approval

First, there are changes we cannot make to your debt securities without your
specific approval. Following is a list of those types of changes:

. change the stated maturity of the principal or interest on a debt
security, reduce any amounts due on a debt security;

. reduce the amount of principal payable upon acceleration of the maturity
of a debt security following a default;

. change the place or currency of payment on a debt security; and

. impair your right to sue for payment.

17
<PAGE>

Changes Requiring a Majority Vote

The second type of change to an indenture and the debt securities is the
kind that requires a vote in favor by holders of debt securities owning a
majority of the principal amount of the particular series affected. Most
changes fall into this category, except for clarifying changes and certain
other changes that would not adversely affect holders of the debt securities.
We require the same vote to obtain a waiver of a past default. However, we
cannot obtain a waiver of a payment default or any other aspect of an indenture
or the debt securities listed in the first category described under "--Changes
Requiring Your Approval" unless we obtain your individual consent to the
waiver.

Changes Not Requiring Approval

The third type of change does not require any vote by holders of debt
securities. This type is limited to clarifications and certain other changes
that would not adversely affect holders of the debt securities.

Further Details Concerning Voting.

When taking a vote, we will use the following rules to decide how much
principal amount to attribute to a debt security:

. For original issue discount securities, we will use the principal amount
that would be due and payable on the voting date if the maturity of the
debt securities were accelerated to that date because of a default.

. For debt securities whose principal amount is not known, we will use a
special rule for that security described in the applicable prospectus
supplement. An example is if the principal amount is based on an index.

. For debt securities denominated in one or more foreign currencies or
currency units, we will use the U.S. dollar equivalent.

Debt securities are not considered outstanding, and therefore not eligible
to vote, if we have deposited or set aside in trust for you money for their
payment or redemption or if we or one of our affiliates own them. Debt
securities are also not eligible to vote if they have been fully defeased as
described immediately below under "--Discharge, Defeasance and Covenant
Defeasance--Full Defeasance."

We are generally entitled to set any day as a record date for the purpose of
determining the holders of outstanding securities entitled to vote or take
other action under an indenture. If we set a record date, only persons who are
holders of outstanding securities of the applicable series on the record date
may vote or take the action. Moreover, the applicable holders must vote or take
the action within 180 days following the record date or another period that we
may specify. We may shorten or lengthen this period from time to time.

Discharge, Defeasance and Covenant Defeasance

Discharge

We may discharge some obligations to holders of any series of debt
securities that either have become due and payable or will become due and
payable within one year, or scheduled for redemption within one year, by
irrevocably depositing with the trustee, in trust, funds in the applicable
currency in an amount sufficient to pay the debt securities, including any
premium and interest.

Full Defeasance

We can, under particular circumstances, effect a full defeasance of your
series of debt securities. By this we mean we can legally release ourselves
from any payment or other obligations on the debt securities if we put in place
the following arrangements to repay you:

18
<PAGE>

generate enough cash to make interest, principal and any other payments on
the debt securities on their various due dates.

. The current federal tax law must be changed or an IRS ruling must be
issued permitting the above deposit without causing you to be taxed on
the debt securities any differently than if we did not make the deposit
and just repaid the debt securities ourselves. Under current federal tax
law, the deposit and our legal release from the debt securities would be
treated as though we took back your debt securities and gave you your
share of the cash and notes or bonds deposited in trust. In that event,
you could recognize gain or loss on the debt securities you give back to
us.

. We must deliver to the trustee a legal opinion confirming the tax law
change described above.

If we did accomplish full defeasance, you would have to rely solely on the
trust deposit for repayment on the debt securities. You could not look to us
for repayment in the unlikely event of any shortfall. Conversely, the trust
deposit would most likely be protected from claims of our lenders and other
creditors if we ever become bankrupt or insolvent. You would also be released
from any subordination provisions.

Covenant Defeasance

Under current federal tax law, we can make the same type of deposit
described above and be released from some of the restrictive covenants in the
debt securities. This is called "covenant defeasance." In that event, you
would lose the protection of those restrictive covenants but would gain the
protection of having money and securities set aside in trust to repay the
securities and you would be released from any subordination provisions. In
order to achieve covenant defeasance, we must do the following:

. We must deposit in trust for your benefit and the benefit of all other
direct holders of the debt securities a combination of money and U.S.
government or U.S. government agency notes or bonds that will generate
enough cash to make interest, principal and any other payments on the
debt securities on their various due dates.

. We must deliver to the trustee a legal opinion confirming that under
current federal income tax law we may make the above deposit without
causing you to be taxed on the debt securities any differently than if we
did not make the deposit and just repaid the debt securities ourselves.

If we accomplish covenant defeasance, the following provisions of an
indenture and the debt securities would no longer apply:

. Any covenants applicable to the series of debt securities and described
in the applicable prospectus supplement.

. Any subordination provisions.

. Certain events of default relating to breach of covenants and
acceleration of the maturity of other debt set forth in any prospectus
supplement.

If we accomplish covenant defeasance, you can still look to us for
repayment of the debt securities if there were a shortfall in the trust
deposit. If one of the remaining events of default occurs, for example, our
bankruptcy, and the debt securities become immediately due and payable, there
may be a shortfall. Depending on the event causing the default, you may not be
able to obtain payment of the shortfall.

Subordination

We will set forth in the applicable prospectus supplement the terms and
conditions, if any, upon which any series of senior subordinated securities or
subordinated securities is subordinated to debt securities of another series
or to other indebtedness of ours. The terms will include a description of:

. the indebtedness ranking senior to the debt securities being offered;

. the restrictions on payments to the holders of the debt securities being
offered while a default with respect to the senior indebtedness is
continuing;

19
<PAGE>

. the restrictions, if any, on payments to the holders of the debt
securities being offered following an event of default, and

. provisions requiring holders of the debt securities being offered to
remit some payments to holders of senior indebtedness.

Global Securities

If so set forth in the applicable prospectus supplement, we may issue the
debt securities of a series in whole or in part in the form of one or more
global securities that will be deposited with a depositary identified in the
prospectus supplement. We may issue global securities in either registered or
bearer form and in either temporary or permanent form. The specific terms of
the depositary arrangement with respect to any series of debt securities will
be described in the prospectus supplement.

Description of Depositary Shares

General

The description shown below and in any applicable prospectus supplement of
certain provisions of any deposit agreement and of the depositary shares and
depositary receipts representing depositary shares does not purport to be
complete and is subject to and qualified in its entirety by reference to the
forms of deposit agreement and depositary receipts relating to each applicable
series of preferred stock. The deposit agreement and the depositary receipts
contain the full legal text of the matters described in this section. We will
file a copy of those documents with the SEC at or before the time of the
offering of the applicable series of preferred stock. This summary also is
subject to and qualified by reference to the description of the particular
terms of your series of depositary shares described in the applicable
prospectus supplement.

We may, at our option, elect to offer fractional interests in shares of
preferred stock, rather than shares of preferred stock. If we exercise this
option, we will appoint a depositary to issue depositary receipts representing
those fractional interests. These receipts are known as depositary shares.
Preferred stock of each series represented by depositary shares will be
deposited under a separate deposit agreement between us and the depositary. The
prospectus supplement relating to a series of depositary shares will show the
name and address of the depositary. Subject to the terms of the applicable
deposit agreement, each owner of depositary shares will be entitled to all of
the dividend, voting, conversion, redemption, liquidation and other rights and
preferences of the preferred stock represented by those depositary shares.

Upon surrender of depositary receipts by a holder of depositary shares at
the office of the depositary, and upon payment of the charges provided in and
subject to the terms of the deposit agreement, the holder of depositary shares
is entitled to receive the shares of preferred stock underlying the surrendered
depositary receipts.

Dividends and Other Distributions

A depositary will be required to distribute all cash dividends or other cash
distributions received in respect of the applicable preferred stock to the
record holders of depositary receipts evidencing the related depositary shares
in proportion to the number of depositary receipts owned by the holders.
Fractions will be rounded down to the nearest whole cent.

If the distribution is other than in cash, a depositary will be required to
distribute property received by it to the record holders of depositary receipts
entitled thereto, unless the depositary determines that it is not feasible to
make the distribution. In that case, the depositary may, with our approval,
sell the property and distribute the net proceeds from the sale to the holders.

No distributions will be made on any depositary shares that represent
preferred stock converted or exchanged. The deposit agreement will also contain
provisions relating to the manner in which any subscription

20
<PAGE>

or similar rights offered by us to holders of the preferred stock will be made
available to holders of depositary shares. All distributions are subject to
obligations of holders to file proofs, certificates and other information and
to pay certain charges and expenses to the depositary.

Withdrawal Of Preferred Stock

You may receive the number of whole shares of your series of preferred stock
and any money or other property represented by those depositary receipts after
surrendering the depositary receipts at the corporate trust office of the
depositary. Partial shares of preferred stock will not be issued. If the
depositary shares which you surrender exceed the number of depositary shares
that represent the number of whole shares of preferred stock you wish to
withdraw, then the depositary will deliver to you at the same time a new
depositary receipt evidencing the excess number of depositary shares. Once you
have withdrawn your preferred stock, you will not be entitled to re-deposit
that preferred stock under the deposit agreement in order to receive depositary
shares. We do not expect that there will be any public trading market for
withdrawn shares of preferred stock.

Redemption of Depositary Shares

If we redeem a series of the preferred stock underlying the depositary
shares, the depositary shares will be redeemed from the proceeds received by
the depositary resulting from the redemption, in whole or in part, of the
series held by the depositary. The depositary will mail notice of redemption
not less than 30 and not more than 60 days before the date fixed for redemption
to the record holders of the depositary receipts evidencing the depositary
shares we are redeeming at their addresses appearing in the depositary's books.
The redemption price per depositary share will be equal to the applicable
fraction of the redemption price per share payable with respect to the series
of the preferred stock. Whenever we redeem shares of preferred stock held by
the depositary, the depositary will redeem as of the same redemption date the
number of depositary shares relating to shares of preferred stock so redeemed.
If we are redeeming less than all of the depositary shares, the depositary will
select the depositary shares we are redeeming by lot or pro rata as the
depositary may determine.

After the date fixed for redemption, the depositary shares called for
redemption will no longer be deemed outstanding. All rights of the holders of
the depositary shares and the related depositary receipts will cease at that
time, except the right to receive the money or other property to which the
holders of depositary shares were entitled upon redemption. Receipt of the
money or other property is subject to surrender to the depositary of the
depositary receipts evidencing the redeemed depositary shares.

Voting of the Preferred Stock

Upon receipt of notice of any meeting at which the holders of the applicable
preferred stock are entitled to vote, a depositary will be required to mail the
information contained in the notice of meeting to the record holders of the
applicable depositary receipts. Each record holder of depositary receipts on
the record date, which will be the same date as the record date for the
preferred stock, will be entitled to instruct the depositary as to the exercise
of the voting rights pertaining to the amount of preferred stock represented by
the holder's depositary shares. The depositary will try, as practical, to vote
the shares as you instruct. We will agree to take all reasonable action that
the depositary deems necessary in order to enable it to do so. If you do not
instruct the depositary how to vote your shares, the depositary will abstain
from voting those shares.

Liquidation Preference

Upon our liquidation, whether voluntary or involuntary, the holders of each
depositary share will be entitled to the fraction of the liquidation preference
accorded each share of preferred stock represented by the depositary share, as
shown in the applicable prospectus supplement.

21
<PAGE>

Conversion or Exchange of Preferred Stock

The depositary shares will not themselves be convertible into or
exchangeable for Class A common stock, preferred stock or any of our other
securities or property. Nevertheless, if so specified in the applicable
prospectus supplement, the depositary receipts may be surrendered by holders to
the applicable depositary with written instructions to it to instruct us to
cause conversion of the preferred stock represented by the depositary shares.
Similarly, if so specified in the applicable prospectus supplement, we may
require you to surrender all of your depositary receipts to the applicable
depositary upon our requiring the exchange of the preferred stock represented
by the depositary shares into our debt securities. We will agree that, upon
receipt of the instruction and any amounts payable in connection with the
conversion or exchange, we will cause the conversion or exchange using the same
procedures as those provided for delivery of preferred stock to effect the
conversion or exchange. If you are converting only a part of the depositary
shares, the depositary will issue you a new depositary receipt for any
unconverted depositary shares.

Taxation

As owner of depositary shares, you will be treated for U.S. federal income
tax purposes as if you were an owner of the series of preferred stock
represented by the depositary shares. Therefore, you will be required to take
into account for U.S. federal income tax purposes income and deductions to
which you would be entitled if you were a holder of the underlying series of
preferred stock. In addition:

. no gain or loss will be recognized for U.S. federal income tax purposes
upon the withdrawal of preferred stock in exchange for depositary shares
as provided in the deposit agreement;

. the tax basis of each share of preferred stock to you as exchanging owner
of depositary shares will, upon exchange, be the same as the aggregate
tax basis of the depositary shares exchanged for the preferred stock; and

. if you held the depositary shares as a capital asset at the time of the
exchange for preferred stock, the holding period for shares of the
preferred stock will include the period during which you owned the
depositary shares.

Amendment and Termination of a Deposit Agreement

We and the applicable depositary are permitted to amend the provisions of
the depositary receipts and the deposit agreement. However, the holders of at
least a majority of the applicable depositary shares then outstanding must
approve any amendment that adds or increases fees or charges or prejudices an
important right of holders. Every holder of an outstanding depositary receipt
at the time any amendment becomes effective, by continuing to hold the receipt,
will be bound by the applicable deposit agreement as amended.

Any deposit agreement may be terminated by us upon not less than 30 days'
prior written notice to the applicable depositary if a majority of each series
of preferred stock affected by the termination consents to the termination.
When that occurs, the depositary will be required to deliver or make available
to each holder of depositary receipts, upon surrender of the depositary
receipts held by the holder, the number of whole or fractional shares of
preferred stock as are represented by the depositary shares evidenced by the
depositary receipts, together with any other property held by the depositary
with respect to the depositary receipts. In addition, a deposit agreement will
automatically terminate if:

. all depositary shares outstanding it shall have been redeemed;

. there shall have been a final distribution in respect of the related
preferred stock in connection with our liquidation and the distribution
shall have been made to the holders of depositary receipts evidencing the
depositary shares underlying the preferred stock; or

. each of the shares of related preferred stock shall have been converted
or exchanged into securities not represented by depositary shares.

22
<PAGE>

Charges of a Depositary

We will pay all transfer and other taxes and governmental charges arising
solely from the existence of a deposit agreement. In addition, we will pay the
fees and expenses of a depositary in connection with the initial deposit of the
preferred stock and any redemption of preferred stock. However, holders of
depositary receipts will pay any transfer or other governmental charges and the
fees and expenses of a depositary for any duties the holders request to be
performed that are outside of those expressly provided for in the applicable
deposit agreement.

Resignation and Removal of Depositary

A depositary may resign at any time by delivering to us notice of its
election to do so. In addition, we may at any time remove a depositary. Any
resignation or removal will take effect when we appoint a successor depositary
and it accepts the appointment. We must appoint a successor depositary within
60 days after delivery of the notice of resignation or removal. A depositary
must be a bank or trust company having its principal office in the United
States that has a combined capital and surplus of at least $50 million.

Miscellaneous

A depositary will be required to forward to holders of depositary receipts
any reports and communications from us that are received by it with respect to
the related preferred stock.

Neither a depositary nor we will be liable if it is prevented from or
delayed in performing its obligations under a deposit agreement by law or any
circumstances beyond its control. Our obligations and those of the depositary
under a deposit agreement will be limited to performing their duties in good
faith and without gross negligence or willful misconduct. Neither we nor any
depositary will be obligated to prosecute or defend any legal proceeding in
respect of any depositary receipts, depositary shares or related preferred
stock unless satisfactory indemnity is furnished. We and each depositary will
be permitted to rely on written advice of counsel or accountants, on
information provided by persons presenting preferred stock for deposit, by
holders of depositary receipts, or by other persons believed in good faith to
be competent to give the information, and on documents believed in good faith
to be genuine and signed by a proper party.

If a depositary receives conflicting claims, requests or instructions from
any holders of depositary receipts, on the one hand, and us, on the other hand,
the depositary shall be entitled to act on the claims, requests or instructions
received from us.

Description of Warrants

SBA has no warrants outstanding (other than options issued under its
employee stock option plans). SBA may issue warrants for the purchase of debt
securities, Class A common stock or preferred stock. Warrants may be issued
independently or together with any other securities offered by any prospectus
supplement and may be attached to or separate from such securities. Each series
of warrants will be issued under a separate warrant agreement to be entered
into between SBA and a warrant agent specified in the applicable prospectus
supplement. The warrant agent will act solely as an agent of SBA in connection
with the warrants of such series and will not assume any obligation or
relationship of agency or trust for or with any holders of the warrants.
Further terms of the warrants and the applicable warrant agreements will be set
forth in the applicable prospectus supplement. Copies of the form of warrant
agreement and warrant will be filed as exhibits to or incorporated by reference
in the registration statement of which this prospectus forms a part, and the
following summary is qualified in its entirety by reference to such exhibits.

The applicable prospectus supplement will describe the terms of the
warrants, including, where applicable, the following:

. the title of the warrants;

. the aggregate number of warrants;

23
<PAGE>

. the price or prices at which warrants will be issued;

. the designation, terms and number of securities purchasable upon exercise
of warrants;

. the designation and terms of the securities, if any, with which warrants
are issued and the number of warrants issued with each security;

. the date, if any, on and after which warrants and the related securities
will be separately transferable;

. the price at which each security purchasable upon exercise of warrants
may be purchased;

. the date on which the right to exercise the warrants shall commence and
the date on which that right shall expire;

. the minimum or maximum amount of warrants which may be exercised at any
one time;

. information with respect to book-entry procedures, if any; and

. any other terms of the warrants, including terms, procedures and
limitations relating to the exchange and exercise of the warrants.

SELLING SHAREHOLDERS

The table below sets forth, as of June 30, 2000, certain information with
respect to the beneficial ownership of our capital stock by the selling
shareholders. The information below is based on information provided by or on
behalf of the selling shareholders. The selling shareholders may offer all,
some or none of the Class A common stock. In addition, the selling shareholders
identified below may have sold, transferred or otherwise disposed of all or a
portion of their Class A common stock since the date on which they provided the
information regarding their Class A common stock.

At June 30, 2000, we had outstanding the following shares of capital stock:
34,192,639 shares of Class A common stock and 5,465,595 shares of Class B
common stock. At June 30, 2000 no other classes or series of capital stock had
any shares issued and outstanding.

<TABLE>
<CAPTION>
Number of
Shares Number of Percentage
Owned Shares to of Shares
Nature of Title Before Number of be Owned to be Owned
Relationship of the Shares to After After
Selling Shareholder with SBA Class Offering be Sold Offering Offering
------------------- ------------ ------- --------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
ABS Capital Partners II, L.P. ... Affiliate(1) Class A 643,685 643,685 0 --
common
stock

Jeffrey A. Stoops................ President Class A 754,241(2) 175,000 579,241 1.5%
and Director common
stock

Calculated Risk Partners, L.P. .. Affiliate (3) Class A 769,863 50,000 719,863 1.8%
common
stock
--------- ------- ---------
Total............................ 2,167,789 868,685 1,299,104
--------- ------- ---------
</TABLE>
--------
(1) Donald B. Hebb, Jr., the Managing Member of ABS Partners II, L.L.C., the
general partner of ABS Capital Partners II, L.P., is one of our directors.
(2) Includes 50,000 options to purchase shares of SBA's Class A common stock.
(3) Mr. Stoops controls the general partner of Calculated Risk Partners, L.P.,
a Delaware limited partnership.

24
<PAGE>

PLAN OF DISTRIBUTION

Securities to be sold by us

We may offer and sell the securities directly to or through underwriting
syndicates represented by managing underwriters, to or through underwriters
without a syndicate or through dealers or agents. The prospectus supplement
with respect to the offered securities will set forth the terms of the
offering, including the following:

. the name or names of any underwriters, dealers or agents;

. the purchase price and the proceeds we will receive from the sale;

. any underwriting discounts, agency fees and other items constituting
underwriters' or agents' compensation; and

. the initial public offering price and any discounts or concessions
allowed, re-allowed or paid to dealers.

If any underwriters are involved in the offer and sale, the securities will
be acquired by the underwriters and may be resold by them, either at a fixed
public offering price established at the time of offering or from time to time
in one or more negotiated transactions or otherwise, at prices related to
prevailing market prices determined at the time of sale. Unless otherwise set
forth in the applicable prospectus supplement, the obligations of the
underwriters to purchase the securities will be subject to conditions precedent
and the underwriters will be obligated to purchase all the securities described
in the prospectus supplement if any are purchased. Any initial public offering
price and any discounts or concessions allowed or re-allowed or paid to dealers
may be changed from time to time.

We may offer and sell the securities directly or through an agent or agents
designated by us from time to time. An agent may sell securities it has
purchased from us as principal to other dealers for resale to investors and
other purchasers, and may reallow all or any portion of the discount received
in connection with the purchase from us to the dealers. After the initial
offering of the securities, the offering price (in the case of securities to be
resold at a fixed offering price), the concession and the discount may be
changed. Any agent participating in the distribution of the securities may be
deemed to be an "underwriter," as that term is defined in the Securities Act of
1933, of the securities so offered and sold.

If any underwriters are involved in the offer and sale, they will be
permitted to engage in transactions that maintain or otherwise affect the price
of the securities. These transactions may include over-allotment transactions,
purchases to cover short positions created by the underwriter in connection
with the offering and the imposition of penalty bids. If an underwriter creates
a short position in the securities in connection with the offering, i.e., if it
sells more securities than set forth on the cover page of the applicable
prospectus supplement, the underwriter may reduce that short position by
purchasing the securities in the open market. In general, purchases of a
security to reduce a short position could cause the price of the security to be
higher than it might be in the absence of such purchases. As noted above,
underwriters may also choose to impose penalty bids on other underwriters
and/or selling group members. This means that if underwriters purchase
securities on the open market to reduce their short position or to stabilize
the price of the securities, they may reclaim the amount of the selling
concession from those underwriters and/or selling group members who sold such
securities as part of the offering.

Neither we nor any underwriter make any representation or prediction as to
the direction or magnitude of any effect that the transactions described above
may have on the price of the securities. In addition, neither we nor any
underwriter make any representation that such underwriter will engage in such
transactions or that such transactions, once commenced, will not be
discontinued without notice.

Underwriters, dealers and agents may be entitled, under agreements entered
into with us, to indemnification by us against some liabilities, including
liabilities under the Securities Act of 1933.

25
<PAGE>

The place and time of delivery for the securities in respect of which this
prospectus is delivered will be set forth in the applicable prospectus
supplement if appropriate.

Unless otherwise indicated in the prospectus supplement, each series of
offered securities will be a new issue of securities and, other than the Class
A common stock, which is listed on the Nasdaq National Market, for which there
currently is no market. Any underwriters to whom securities are sold for public
offering and sale may make a market in such series of securities as permitted
by applicable laws and regulations, but such underwriters will not be obligated
to do so, and any such market making may be discontinued at any time without
notice. Accordingly, there can be no assurance as to the development or
liquidity of any market for the securities.

Underwriters, agents and dealers may engage in transactions with or perform
services, including various investment banking and other services, for us
and/or any of our affiliates in the ordinary course of business.

Securities to be sold by the selling shareholders

The selling shareholders and their successors, which term includes their
transferees, pledgees or donees or their successors, may sell the Class A
common stock directly to purchasers or through underwriters, broker-dealers or
agents, who may receive compensation in the form of discounts, concessions or
commissions from the selling shareholders or the purchasers, which discounts,
concessions or commissions as to any particular underwriter, broker-dealer or
agent may be in excess of those customary in the types of transactions
involved.

The Class A common stock may be sold in one or more transactions at fixed
prices, at prevailing market prices at the time of sale, at prices related to
such prevailing market prices, at varying prices determined at the time of
sale, or at negotiated prices. The Class A common stock may be sold by one or
more of, or a combination of, the following:

. a block trade in which the broker-dealer so engaged will attempt to sell
the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;

. purchases by a broker-dealer as principal and resale by such broker-
dealer for its account pursuant to this prospectus;

. an exchange distribution in accordance with the rules of such exchange;

. ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and

. in privately negotiated transactions.

In connection with the sale of the Class A common stock, the selling
shareholders may enter into hedging transactions with broker-dealers or other
financial institutions which may in turn engage in short sales of the Class A
common stock and deliver these securities to close out such short positions, or
loan or pledge the Class A common stock to broker-dealers that in turn may sell
these securities.

The aggregate proceeds to the selling shareholders from the sale of the
Class A common stock offered by them hereby will be the purchase price of such
Class A common stock less discounts and commissions, if any. Each of the
selling shareholders reserves the right to accept and, together with their
agents from time to time, to reject, in whole or in part, any proposed purchase
of Class A common stock to be made directly or through agents. We will not
receive any of the proceeds from this offering.

Our Class A common stock is listed for trading on the Nasdaq National
Market.

In order to comply with the securities laws of some states, if applicable,
the Class A common stock may be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in some states the
Class A common stock may not be sold unless it has been registered or qualified
for sale in the applicable state or an exemption from registration or
qualification requirements is available and is complied with.

26
<PAGE>

The selling shareholders and any underwriters, broker-dealers or agents that
participate in the sale of the Class A common stock, may be "underwriters"
within the meaning of Section 2(11) of the Securities Act of 1933. Any
discounts, commissions, concessions or profit they earn on any resale of the
shares may be underwriting discounts and commissions under the Securities Act
of 1933. Selling shareholders who are "underwriters" within the meaning of
Section 2(11) of the Securities Act of 1933 will be subject to the prospectus
delivery requirements of the Securities Act of 1933. The selling shareholders
have acknowledged that they understand their obligations to comply with the
provisions of the Securities Exchange Act of 1934 and the rules thereunder
relating to stock manipulation, particularly Regulation M, and have agreed that
they will not engage in any transaction in violation of such provision.

In addition, any securities covered by this prospectus which qualify for
sale pursuant to Rule 144 of the Securities Act may be sold under Rule 144
rather than pursuant to this prospectus. A selling shareholder may not sell any
Class A common stock described herein and may not transfer, devise or gift such
securities by other means not described in this prospectus.

To the extent required, the specific Class A common stock to be sold, the
names of the selling shareholders, the respective purchase prices and public
offering prices, the names of any agent, dealer or underwriter, and any
applicable commissions or discounts with respect to a particular offer will be
set forth in an accompanying prospectus supplement or, if appropriate, a post-
effective amendment to the registration statement of which this prospectus is a
part.

We have agreed to indemnify the selling shareholders against some important
liabilities, including liabilities under the Securities Act, or to contribute
to any payments these selling shareholders may be required to make in respect
of these liabilities. All expenses of registration of the shares which may be
offered through this prospectus will be paid by us (other than underwriting
discounts and selling commissions, and fees and expenses of advisors to the
selling shareholders).

LEGAL MATTERS

Certain legal matters relating to the offering will be passed upon for us by
Akerman, Senterfitt & Eidson, P.A., Miami, Florida.

EXPERTS

The consolidated financial statements and schedule of SBA Communications
Corporation incorporated by reference in this prospectus and elsewhere in the
registration statement have been audited by Arthur Andersen LLP, independent
certified public accountants, as indicated in their reports with respect
thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said reports.

27
<PAGE>

5,000,000 Shares

[SBA LOGO]

SBA Communications Corporation

Class A Common Stock

------------

PROSPECTUS SUPPLEMENT
July 27, 2000

------------

Lehman Brothers

Deutsche Banc Alex. Brown

Credit Suisse First Boston

Raymond James & Associates, Inc.

Salomon Smith Barney

Fidelity Capital Markets
a division of National Financial Services Corporation